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 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 3,750,000 Option 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 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 in their absolute discretion shall make to eliminate any fractional shares. 12 (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, and subject to Section 6(hh), 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 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 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 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. Notwithstanding anything to the contrary herein, a portion of the Deferred Discount equal to up to $0.10 per Unit (including both Firm Securities and Option Securities) purchased hereunder (up to $2,500,000 in the aggregate, or $2,875,000 if all of the Option Securities are purchased) may be paid at the sole discretion of the Company's management to one or more third parties not participating as Underwriters in the Offering that assist the Company in consummating its initial Business Combination. 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, the amount of the Underwritten Securities set forth opposite such the Underwriter's name in Schedule I hereto. 15 Credit Suisse Securities (USA) LLC [Pricing Date] (b) Subject to the terms an...d conditions and in 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 4,875,000 Option Securities at the same purchase price per Unit as the Underwriters Underwriter 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. Underwriter. 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 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 purchase price set forth in the first sentence of Section 2(a) of this Agreement, and subject to Section 5(hh), the Company hereby agrees to pay to the Underwriters Underwriter a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters Deferred Discount will be paid directly to the Representative, on behalf of the Underwriter, 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, subject to Section 5(hh) hereof. The Underwriter hereby agree agrees 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 Class A Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters Underwriter 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, 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 7,500,000 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 Representative 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 Representative in their its 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 $0.350 per Unit (including both Underwritten Firm Securities and Option Optional Securities) purchased hereunder (the "Deferred Discount"). Discount"); provided, however, that no Deferred Discount will be paid for the Units sold to the Sponsor or an affiliate thereof. 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 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 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, the amount of the 75,000,000 Underwritten Securities set forth opposite such Underwriter's name in Schedule I hereto. 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 Underwriter to purchase, severally and not jointly, purchase up to 6,000,000 11,250,000 Option Securities at the same purchase price per Unit as the Underwriters Underwriter 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. Underwriter. 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 Underwriter 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 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. 13 (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, and subject to Section 5(hh), the Company hereby agrees to pay to the Underwriters Underwriter a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters Underwriter hereby agree agrees that if no Business Combination is consummated within the time period provided in the Trust Agreement Company's Amended and Restated Articles of Incorporation (as it may be amended from time to time) and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares Common Stock included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), Stockholders"), (i) the Underwriters Underwriter 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. hereto, plus any additional number of Firm Securities which such Underwriter may become obligated to... purchase pursuant to the provisions of Section 9 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives, in their sole discretion, shall make to eliminate any sales or purchases of fractional shares. (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 3,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Firm Securities but not payable on the Option 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 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 in their its absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery, shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date. (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, and subject to Section 5(hh), 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 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 Agreement, as amended from time to time, and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares shares of 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 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. 11 (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 Option 6,750,000 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 $0.350 per Unit (including both Underwritten Firm Securities and Option Optional Securities) purchased hereunder (the "Deferred Discount"). Discount"); provided, however, that no Deferred Discount will be paid for the Units sold to the Sponsor or an affiliate thereof. 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 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, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 2,250,000 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. 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. 15 (c) In addition Subject 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, 5(hh), the Company hereby agrees to pay to the Underwriters a deferred discount of (i) 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, $0.35 per Unit (including both for the Underwritten Securities (the "Underwritten Securities Deferred Discount") and (ii) $0.55 per Unit for the Option Securities) purchased hereunder Securities (the "Option Securities Deferred Discount" and, together, 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 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 is authorized to distribute the Deferred Discount to the Public Shareholders Stockholders on a pro rata basis. (d) Notwithstanding anything to the contrary herein, the Underwriters hereby agree to reimburse the Company for certain expenses incurred by the Company in connection with the Offering in an amount specified by the Company prior to the Closing Date, not to exceed $900,000 (the "Reimbursement Amount"). The Reimbursement Amount shall be made to the Company in cash or immediately available funds on the Closing Date. 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. (b) Subject to the terms and conditions and in reliance upon the representations and warrantie...s 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 2,250,000 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 Representative 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 Representative in their its absolute discretion shall make to eliminate any fractional shares. 16 (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, 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) purchased hereunder (the "Deferred Discount"). Discount"); provided, however, that no Deferred Discount will be paid for the Units sold to the Sponsor or an affiliate thereof. 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 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 under the Trust Agreement Trustee 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 Public Unit, the amount of the Underwritten Securities set forth opposite such the Underwriter's name in Schedule I hereto. (b) Subject to the terms and conditions and in reliance upon the represen...tations 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 2,250,000 Option Securities at the same purchase price per Public Unit as the Underwriters Underwriter 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. Underwriter. 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 Underwriter 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 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. 12 (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 Underwriter a deferred discount of $0.35 per Public Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters Underwriter hereby agree agrees 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 Common Stock included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), Stockholders"), (i) the Underwriters Underwriter 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 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 Public Unit, the amount of the Underwritten Securities set forth opposite such the Underwriter's name in Schedule I hereto. (b) Subject to the terms and conditions and in reliance upon the represen...tations 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 2,500,000 Option Securities at the same purchase price per Public Unit as the Underwriters Underwriter 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. Underwriter. 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 Underwriter 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 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. 12 (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 Underwriter a deferred discount of $0.35 per Public Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters Underwriter hereby agree agrees 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 Common Stock included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), Stockholders"), (i) the Underwriters Underwriter 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