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, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I hereto. 16 (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 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 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 a deferred discount of $0.35 $0.45 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the trustee under the Trust Agreement 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 such time period may be amended from time to time) 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"), 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 on a pro rata basis. Stockholders in accordance with the Company's Amended and Restated Memorandum and Articles of Association. 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 3,750,000 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 15 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 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"). Notwithstanding anything to the contrary herein, at the sole discretion of the Company's management team, up to 25% of the deferred discount commissions (or $2,187,500, or $2,515,625 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 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, 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 representat...ions and warranties herein 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 4,125,000 Option Securities at the same purchase price per Unit Security 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. 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) ‎2(a) of this Agreement, the Company hereby agrees to pay to the Representative in its capacity as an individual Underwriter and not on behalf of the Underwriters 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 percentages of the total number of Underwritten Securities such Representative purchased and as set forth in Schedule I hereto. The Representative hereby agree agrees that if no Initial 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 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

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, Ordinary 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 an...d 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 3,750,000 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 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. 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, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit share (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). Notwithstanding anything to the contrary herein, at the sole discretion of the Company's management team, up to 30% of the deferred discount commissions (or $2,625,000, or $3,018,750 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 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. 16 (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 3,750,000 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 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 a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the trustee under the Trust Agreement 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 such time period may be amended from time to time) 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"), 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 on a pro rata basis. Stockholders in accordance with the Company's Amended and Restated Memorandum and Articles of Association. 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. hereto; provided, however, that up to 1,980,000 of the Underwritten Securities to be purchased by t...he Underwriters, allocated among the Underwriters pro rata, shall be purchased by the Underwriters at a purchase price of $10.00 per Unit, rather than $9.80 per Unit, in accordance with the agreement of the Underwriters to forego the up-front discount of $0.20 per Unit otherwise applicable in respect of such Underwritten Securities. (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 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 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 purchase price set forth in the first sentence of Section 2(a) 2 ‎(a) of this Agreement, Agreement (the Underwriters acknowledging that such discount shall not be retained by them in respect of any Units purchased by HS Chronos or its affiliates, which amounts shall be for the account of the Company), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including (for both Underwritten Securities and Option 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 if and when the Company consummates 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 distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the (excluding the Sponsor, the officers and directors of the Company and/or their respective affiliates in respect of any Ordinary Shares they hold that were 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 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 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. 16 (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 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 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 a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the trustee under the Trust Agreement 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 such time period may be amended from time to time) 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"), 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 on a pro rata basis. Stockholders in accordance with the Company's Amended and Restated Memorandum and Articles of Association. 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. 13 (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 to purchase, severally and not jointly, up to 6,000,000 3,750,000 Option Securities at the same purchase price per Unit Security 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 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 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 2(a)of this Agreement, the Company hereby agrees to pay to the Representatives in their capacity as individual Underwriters and not on behalf of the Underwriters 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 Representatives 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 percentages of the total number of Underwritten Securities such Representatives purchased and as set forth in Schedule I hereto. The Representatives hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement Amended and Restated Memorandum and Articles of Association 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 Representatives 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, (i) 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 Column A-1 of Schedule I hereto and (ii) at a purchase price of $10.00 per Unit, the amount of the Underwritten Se...curities set forth opposite such Underwriter's name in Column A-2 of Schedule I hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 3,750,000 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 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 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). Discount") on the amount of Underwritten Securities set forth under the heading "Public Subtotal" in Column A-1 of Schedule I hereto. 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, (i) 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 Column A-1 of Schedule I hereto and (ii) at a purchase price of $10.00 per Unit, the amount of the Underwritten Se...curities set forth opposite such Underwriter's name in Column A-2 of Schedule I hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 4,500,000 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 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 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). Discount") on the amount of Underwritten Securities set forth under the heading "Public Subtotal" in Column A-1 of Schedule I hereto. 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