Purchase and Sale Clause Example with 537 Variations 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 sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 $9.80 per Unit, unit, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I hereto. hereto; provided, however, that [•] of the Underwritten Securities to be purchased by the Und...erwriters (the "Post IPO Securities"), allocated among the Underwriters pro rata, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Post IPO Securities, shall be purchased by the Underwriters at a purchase price of $10.00 per Unit. The Post IPO Securities shall be sold by the Underwriters to the Sponsor or one or more of its affiliates. (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 4,500,000 Option Securities at the same purchase price per Unit unit as the Underwriters shall pay for the Underwritten Securities. Securities (subject to the proviso regarding the Post IPO Securities as set forth in Section 2(a)). 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. Additional Closing 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 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 $0.350 per Unit (including unit (for both Underwritten Securities and Option Securities provided, however, that no deferred discount shall be paid with respect to any Post IPO Securities) purchased hereunder (the "Deferred Discount"). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer if 16 and when the Company consummates a Partnering Transaction. The Underwriters hereby agree that if no Business Combination Partnering Transaction is consummated within the time period provided in the Trust Agreement Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares shares of Series A common stock included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), Stockholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement Trustee is authorized to distribute the Deferred Discount to the Public Shareholders Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 25% of the Deferred Discount may be paid at the sole and absolute discretion of the Company's management to the Underwriters in allocations determined by the Company's management and/or to third parties not participating as Underwriters in this Offering (as defined below), but who are Members, that assist the Company in consummating its Partnering Transaction. 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 $9.80 per Unit, unit, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I hereto. hereto; provided, however, that 4,000,000 of the Underwritten Securities to be purchased by t...he Underwriters (the "Post IPO Securities"), allocated among the Underwriters pro rata, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional Post IPO Securities, shall be purchased by the Underwriters at a purchase price of $10.00 per Unit. The Post IPO Securities shall be sold by the Underwriters to the Sponsor or one or more of its affiliates. (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 4,500,000 Option Securities at the same purchase price per Unit unit as the Underwriters shall pay for the Underwritten Securities. Securities (subject to the proviso regarding the Post IPO Securities as set forth in Section 2(a)). 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. Additional Closing 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 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 $0.350 per Unit (including unit (for both Underwritten Securities and Option Securities provided, however, that no deferred discount shall be paid with respect to any Post IPO Securities) purchased hereunder (the "Deferred Discount"). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer if 16 and when the Company consummates a Partnering Transaction. The Underwriters hereby agree that if no Business Combination Partnering Transaction is consummated within the time period provided in the Trust Agreement Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares shares of Series A common stock included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), Stockholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement Trustee is authorized to distribute the Deferred Discount to the Public Shareholders Stockholders on a pro rata basis. Notwithstanding anything to the contrary herein, up to 25% of the Deferred Discount may be paid at the sole and absolute discretion of the Company's management to the Underwriters in allocations determined by the Company's management and/or to third parties not participating as Underwriters in this Offering (as defined below), but who are Members, that assist the Company in consummating its Partnering Transaction. 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 $9.80 per Unit, the amount of the Underwritten Firm Securities set forth opposite such Underwriter's name in Schedule I hereto. hereto; provided that the purchase price for any Securities that are Affiliate IPO Securities ...shall be $10.00. The number of Affiliate IPO Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Affiliate IPO Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Affiliate IPO Securities. (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 3,000,000 Optional Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option Firm Securities (the "Option"). The Option may be exercised only to cover over-allotments in the sale of the Underwritten Firm Securities by the Underwriters. Said option The 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 Optional Securities as to which the several Underwriters are exercising the option Option and the settlement date. The number of Option Optional Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Optional 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 in their absolute discretion shall make to eliminate any fractional shares. 11 (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, 3(a) hereof, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Firm Securities and Option Optional Securities but excluding any Affiliate IPO Securities) purchased hereunder (the "Deferred Discount"). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. 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 shares of Common Stock included in the Offered Securities sold pursuant to this Agreement (the "Public Shareholders"), Stockholders"), (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 Stockholders 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 $9.80 per Unit, the amount of the Underwritten Firm Securities set forth opposite such Underwriter's name in Schedule I hereto. hereto; provided that the purchase price for any Securities that are Affiliate IPO Securities ...shall be $10.00. The number of Affiliate IPO Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Affiliate IPO Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate Firm Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Affiliate IPO Securities. 11 (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 3,000,000 Optional Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option Firm Securities (the "Option"). The Option may be exercised only to cover over-allotments in the sale of the Underwritten Firm Securities by the Underwriters. Said option The 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 Optional Securities as to which the several Underwriters are exercising the option Option and the settlement date. The number of Option Optional Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Optional 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 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, 3(a) hereof, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Firm Securities and Option Optional Securities but excluding any Affiliate IPO Securities) purchased hereunder (the "Deferred Discount"). The Deferred Discount will be paid directly to the Representatives, on behalf of the Underwriters, by the trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. 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 shares of Common Stock included in the Offered Securities sold pursuant to this Agreement (the "Public Shareholders"), Stockholders"), (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 Stockholders 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, the amount of the Underwritten Firm 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 here...in set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 Option 3,750,000 Optional Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Firm Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Firm 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 Optional Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Optional Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Optional 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 in their absolute discretion shall make to eliminate any fractional shares. units. (c) In addition to the discount from the public offering price represented by the Purchase Price purchase price set forth in the first sentence of Section 2(a) 3(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 $0.350 per Unit (including both Underwritten Firm Securities and Option Optional Securities) purchased hereunder (the "Deferred Discount"). Notwithstanding anything to the contrary herein, at the sole discretion of the Company's management team, up to 45% of the Deferred Discount (or $3,937,500, or $4,528,125 if the over-allotment option is exercised in full) may be paid to third parties not participating in the Offering (but who are members of FINRA) that assist the Company in identifying and consummating an initial Business Combination. 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 13 distributed to the holders of the Ordinary Shares included in the Offered 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 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 $9.9077 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 h...erein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 3,000,000 Option Securities at the same a purchase price of $9.80 per Unit as the Underwriters shall pay for the Underwritten Securities. Unit. 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 Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. Additional Closing 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 Representative 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 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 $6,730,500 (or $7,780,500 in the aggregate if the Underwriter purchases all Option Securities) purchased hereunder (the "Deferred Discount"). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by USB from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement Company's Amended and Restated Memorandum and Articles of Association, as amended, 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 USB under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole discretion of the Company, an additional $2,000,000 in the aggregate may be paid by the Company to the Representative in connection with its services to be provided to the Company in consummating the initial Business Combination, with such $2,000,000 to be placed in the Trust Account. 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 $9.80 per Unit, SAILSM Security, the amount of the Underwritten Firm Securities set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject to the terms and conditions and in reliance upon the re...presentations 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 3,750,000 Optional Securities at the same purchase price $9.80 per Unit as the Underwriters shall pay for the Underwritten Securities. SAILSM Security. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Firm 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 Representative to the Company setting forth the aggregate number of Option Optional Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Optional Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Optional 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 Representative 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 purchase price set forth in the first sentence of Section 2(a) 3(a) of this Agreement, the Company hereby agrees to pay pay, subject to Section 6(ii) hereof, to the Underwriters a deferred discount of $0.35 per Unit SAILSM Security (including both Underwritten Firm Securities and Option Optional Securities) purchased hereunder (the "Deferred Discount"). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Offered 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 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 $9.525 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 he...rein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 5,250,000 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 Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. Additional Closing 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 Representative 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 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 $9.80 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 her...ein set forth, forth herein, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 3,750,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said This option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said This 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 or telegraphic notice by the Representatives Representative 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 Each Underwriter shall be based upon purchase 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 Representative 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 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 $9.80 per Unit, Underwritten Security, 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 set forth, forth herein, the Company hereby grants an option to the several Underwriters Underwriter to purchase, severally and not jointly, purchase up to 6,000,000 2,625,000 Option Securities at the same purchase price per Unit Security as the Underwriters Underwriter shall pay for the Underwritten Securities. Said This option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said Underwriter. This 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 or telegraphic notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are Underwriter is exercising the option and the settlement date. The Each Underwriter shall purchase the same percentage of the total number of Option Securities to be purchased by each the 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 Representative 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 purchase price set forth in the first sentence of Section 2(a) of ‎2(a)of this Agreement, the Company hereby agrees to pay to the Underwriters Representative, in its capacity as an individual Underwriter and not on behalf of the Underwriter, a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) Security purchased hereunder (the "Deferred Discount"). The Underwriters Deferred Discount will be paid directly to the Representative by the Trustee from amounts on deposit in the Trust Account by wire transfer if and when the Company consummates an Initial Business Combination in the same percentage of the total number of Underwritten Securities that the Representative purchased and as set forth in Schedule I hereto. The Representative hereby agree agrees that if no Initial Business Combination is consummated within eighteen (18) months from the closing of the Offering (or within twenty-four (24) months if the Company extends the period of time period provided to consummate a Business Combination in accordance with the terms described in the Trust Agreement Prospectus) and the funds held under the Trust Agreement are distributed to the holders of the Class A Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters Representative will forfeit any rights or claims to the Deferred Discount and (ii) the trustee Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. View More