Purchase and Sale Clause Example with 537 Variations from Business Contracts
This page contains Purchase and Sale clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein se...t forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.View More
Variations of a "Purchase and Sale" Clause from Business Contracts
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Partnership agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, Partnership, at a the purchase price of $9.800 per Unit, set forth in Schedule I hereto the principal amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I II hereto. (b) Subject to the terms and con...ditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, Selling Stockholders agree, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, Selling Stockholders, at a the purchase price of $9.800 per Unit, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I here...to. (b) Subject hereto, the Securities. 15 3. Delivery and Payment. Delivery of and payment for the Securities shall be made on the date and at the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Underwriter shall designate, which date and time may be postponed by agreement between the Underwriter, the Company and the Selling Stockholders (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the terms and conditions and in reliance Underwriter against payment by the Underwriter of the purchase price thereof to or upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale order of each of the Underwritten Securities Selling Stockholders by the Underwriters. Said option may be exercised wire transfer payable in whole or in part at any time on or before the 45th day after the date same-day funds to an account specified by each of the Prospectus upon written notice by Selling Stockholders. Delivery of the Representatives to Securities shall be made through the facilities of The Depository Trust Company setting forth unless the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. otherwise instruct. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, each of the Company agrees to sell to each Underwriter, and each Underwriter Selling Stockholders agrees, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase from each of the Selling Stockholders, at the applicable purchase prices set forth in Schedule I hereto, the number of Securities to be sold by each of the Selling Stockholders as set fo...rth in Schedule II hereto. Without limiting the applicability of Section 2 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity 14 engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Securities being sold by a Selling Stockholder, the Securities being sold to such Underwriter shall not include any Securities attributable to such client (with any such Securities instead being allocated and sold to the other Underwriters) and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or any other amounts attributable to such client (and, if there is any unsold allotment in the offering, such unsold allotment in respect of Securities attributable to such client shall be allocated solely to Underwriters not affiliated with such client). Subject to the sale of the Securities by the Selling Stockholders to the Underwriter in compliance with the terms of this Agreement, the Underwriter agrees to sell to the Company, and the Company agrees to purchase from the Company, Underwriter, the Repurchased Shares at a the applicable purchase price of $9.800 per Unit, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject to The Company is acquiring 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 Securities at the same purchase price per Unit as the Underwriters shall pay Repurchased Shares for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. investment purposes. 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 99.281% of $9.800 per Unit, the principal amount thereof with respect to the Notes due 2026 and 99.108% of the principal amount thereof with respect to the Notes due 2030, in each case, the respective principal amount of the Underwr...itten Securities set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject 13 3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 a.m., New York City time, on March 20, 2020, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the terms and conditions and in reliance upon Representatives for the representations and warranties herein set forth, the Company hereby grants an option to respective accounts of the several Underwriters to purchase, severally and not jointly, up to 6,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased against payment by the several Underwriters as such Underwriter is purchasing through the Representatives of the Underwritten Securities, subject purchase prices thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Securities purchased by the Underwriters shall be made through the facilities of The Depository Trust Company (the "DTC") unless the Representatives shall otherwise instruct. Certificates for the Securities shall be registered in such adjustments names and in such denominations as the Representatives may request not less than two Business Days in their absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders advance 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. 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 per Unit, (i) 99.644% of the principal amount of the Underwritten Securities 2024 Notes, (ii) 99.573% of the principal amount of the 2026 Notes, (iii) 99.154% of the principal amount of the 2029 Notes, (iv) 99.146% of the ...principal amount of the 2039 Notes and (v) 98.997% of the principal amount of the 2049 Notes, plus, in each of the cases mentioned in the preceding clauses (i) through (v), accrued interest, if any, from May 22, 2019 to the Closing Date, the principal amount of the Notes set forth opposite such Underwriter's name in Schedule I II hereto. (b) Subject The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and conditions and in reliance upon the representations and warranties herein set forth, not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, in connection with the offering of Securities hereby, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby grants an option or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. 14 3. Delivery and Payment. Delivery of and payment for the Securities shall be made on the date and at the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters to purchase, severally and not jointly, up to 6,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased against payment by the several Underwriters as such Underwriter is purchasing through the Representatives of the Underwritten Securities, subject purchase price thereof to such adjustments as or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives in their absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. otherwise instruct. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, each of the Company agrees Selling Stockholders agrees, severally and not jointly, to sell to each Underwriter, of the Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from each of the Company, Selling Stockholders, at a the purchase price of $9.800 per Unit, the amount of the Underwritten Securities set forth opposite such Underwr...iter's name in Schedule I hereto. (b) Subject hereto, the number of Securities determined by multiplying the aggregate number of Securities to be sold by such Selling Stockholder as set forth in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Securities to be purchased by such Underwriter as set forth in Schedule VI hereto and the denominator of which is the aggregate number of Securities to be purchased by all of the Underwriters from all of the Selling Stockholders. Without limiting the applicability of Section 2 hereof or any other provision of this Agreement, with respect to any Underwriter who is or is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Securities being sold by a Selling Stockholder, the Securities being sold to such Underwriter shall not include any Securities attributable to such client (with any such Securities instead being allocated and sold to the terms and conditions and other Underwriters) and, accordingly, the fees or other amounts received by such Underwriter in reliance upon connection with the representations and warranties herein set forth, transactions contemplated hereby shall not include any fees or any other amounts attributable to such client (and, if there is any unsold allotment in the Company hereby grants an option offering, such unsold allotment in respect of Securities attributable to such client shall be allocated solely to the several Underwriters to purchase, severally not affiliated with such client). 14 3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 9:00 a.m., New York City time, on August 12, 2016 or at such time on such later date not jointly, up to 6,000,000 Option Securities at more than three Business Days after the same purchase price per Unit foregoing date as the Underwriters shall pay designate, which date and time may be postponed by agreement among the Underwriters, the Company and the Selling Stockholders (such date and time of delivery and payment for the Underwritten Securities. Said option may be exercised only to cover over-allotments in Securities being herein called the sale "Closing Date"). Delivery of the Underwritten Securities shall be made to each Underwriter for the account of such Underwriter against payment by such Underwriter of the respective aggregate purchase prices of the Securities being sold by each of the Selling Stockholders to or upon the order of the Selling Stockholders by wire transfer payable in same-day funds to the accounts specified 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 Selling Stockholders. Delivery 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 made through the same percentage facilities of The Depository Trust Company unless such Underwriter shall otherwise instruct. Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to each Underwriter of the total number of the Option Securities to be purchased by the several Underwriters as it from such Selling Stockholder and such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives will pay any additional stock transfer taxes involved in their absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. further transfers. 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, 99.249% of the aggregate principal amount thereof for the Securities, plus accrued interest, if any, on the Securities from April 10, 2018, to the Closing Date, the aggregate principal amount of the Underwritten...Securities set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject 10 3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 AM, New York City time, on April 10, 2018, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the terms and conditions and in reliance upon Representatives for the representations and warranties herein set forth, the Company hereby grants an option to respective accounts of the several Underwriters to purchase, severally and not jointly, up to 6,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased against payment by the several Underwriters as such Underwriter is purchasing through the Representatives of the Underwritten Securities, subject purchase price thereof to such adjustments as or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives in their absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. otherwise instruct. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of $9.800 per Unit, set forth in Schedule II hereto, the principal amount of the Underwritten Securities Notes set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject The Company understands that t...he Underwriters intend to make a public offering of the Notes as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Notes on 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 Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence Final Prospectus. The Company acknowledges and agrees that the Underwriters may 7 offer and sell Notes to or through any affiliate of an Underwriter. Notwithstanding the foregoing, the Underwriters shall only make a private offering of the Notes in Canada as contemplated herein to the permissible categories of accredited investors or as permtted under the "minimum amount investment" exemption (as hereinafter defined) and, in each case, in compliance with the terms 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. 6(a). 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, 99.276% of the aggregate principal amount thereof for the Securities, plus accrued interest, if any, on the Securities from April 11, 2017, to the Closing Date, the aggregate principal amount of the Underwritten...Securities set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject 10 3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 AM, New York City time, on April 11, 2017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the terms and conditions and in reliance upon Representatives for the representations and warranties herein set forth, the Company hereby grants an option to respective accounts of the several Underwriters to purchase, severally and not jointly, up to 6,000,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased against payment by the several Underwriters as such Underwriter is purchasing through the Representatives of the Underwritten Securities, subject purchase price thereof to such adjustments as or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives in their absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. otherwise instruct. 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, Initial Purchaser, and each Underwriter Initial Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, 98.2575% of the principal amount thereof, plus accrued interest, if any, from December 7, 2015 to the Closing Date, the principal amount of the Underwritten Firm Securities se...t forth opposite such Underwriter's Initial Purchaser's name in 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 Initial Purchasers to purchase, severally and not jointly, up to 6,000,000 the Option Securities at the same purchase price per Unit as the Underwriters Initial Purchasers shall pay for the Underwritten Firm Securities, plus accrued interest, if any, from December 7, 2015 to the settlement date for the Option Securities. Said The option may be exercised only to cover over-allotments in the sale of the Underwritten Firm Securities by the Underwriters. Said Initial Purchasers. The option may be exercised in whole or in part at any time (but not more than once) on or before the 45th 13th day after the date of the Prospectus Final Memorandum upon written or telegraphic notice by the Representatives to the Company setting forth the number principal amount of Option Securities as to which the several Underwriters Initial Purchasers are exercising the option and the settlement date. Delivery of the Option Securities, and payment therefor, shall be made as provided in Section 3 hereof. The number principal amount of Option Securities to be purchased by each Underwriter Initial Purchaser shall be based upon the same percentage of the total number principal amount of the Option Securities to be purchased by the several Underwriters Initial Purchasers as such Underwriter Initial Purchaser is purchasing of the Underwritten Firm Securities, subject to such adjustments as the Representatives you in their your absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. Securities. View More
