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 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 set forth in the Final Prospectus. The Company acknowledges and conditions agrees that the Underwriters may offer and in reliance upon sell Notes to or through any affiliate of an Underwriter. Notwithstanding 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 foregoing, the Underwriters shall pay only make a private offering of the Notes in Canada as contemplated herein to the permissible categories of accredited investors or as permitted under the "minimum amount investment" exemption (as hereinafter defined) and, in each case, in compliance with the terms of Section 6(a) hereof. 7 3. Delivery and Payment. Delivery of, and payment for, the Notes shall be made at the office, on the date and at the time specified in Schedule II hereto, 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 Underwritten Securities. Said option may Notes being herein called the "Closing Date"). Delivery of the Notes to be exercised only purchased on the Closing Date shall be made to cover over-allotments the Representatives for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the sale of the Underwritten Securities such Notes duly paid 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 Company, against payment by the several Underwriters as such Underwriter is purchasing through the Representatives of the Underwritten Securities, subject to such adjustments as purchase price thereof in 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 manner 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 Schedule II hereto. Delivery of the Ordinary Shares included Notes will be made as set out 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. Schedule II. 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 the Securities to each Underwriter, the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, the respective principal amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject 1 hereto at a price e...qual to 101.875% of the principal amount thereof plus accrued interest with respect to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option Securities from May 1, 2014, to the several Underwriters Closing Date. The Company will not be obligated 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 deliver any 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 except upon payment for all 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 as provided herein.3. Delivery and Payment. Delivery of and payment for the Securities shall be based upon made not later than 10:00 a.m., New York time, on September 18, 2014, or at such time on such later date not more than five Business Days after 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 foregoing date as the Representatives in their absolute discretion shall make to eliminate any fractional shares. (c) In addition to designate, which date and time may be postponed by agreement between 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, Representatives and the Company hereby agrees to pay (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 Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The against payment by 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 purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) shall be made through the Underwriters will forfeit any rights or claims to facilities of The Depository Trust Company unless 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. Representatives shall 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, 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 I hereto, the principal amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule II hereto. 5 3. Delivery and Payment. Delivery of and payment for the... Securities shall be made at the office, on the date and at the time specified in Schedule I hereto. (b) Subject hereto (or such later date not later than three business days after such specified 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 8 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 the Company by wire transfer payable in immediately available federal funds. 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, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price (expressed as a percentage of $9.800 per Unit, principal amount) 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 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 of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price of $9.800 per Unit, (including accrued interest, if any) set forth in Schedule I hereto, the principal amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule II hereto. 6 3. Delivery and Pay...ment. Delivery of and payment for the Securities shall be made on the date and at the time specified in Schedule I hereto. (b) Subject hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the 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 (including accrued interest, if any) 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, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a the purchase price (expressed as a percentage of $9.800 per Unit, principal amount) set forth in Schedule I hereto with respect to each series of Securities, the principal amount of the Underwritten Securities set forth opposite such Underwriter's... name in Schedule I hereto. (b) Subject II hereto with respect to such series. 3. Delivery and Payment. Delivery of and payment for the terms Securities shall be made on the date 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 time specified in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole Schedule I hereto or in part at any such time on or before the 45th day such later date not more than ten Business Days after the date of the Prospectus upon written notice by this Agreement 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 Company setting forth Representatives for the number respective accounts 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 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 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 one Business Day in their absolute discretion shall make advance of the Closing Date. The Company agrees to eliminate any fractional shares. (c) In addition have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, no later than the Business Day prior 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. 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 the purchase price of $9.800 per Unit, prices set forth in Schedules I(a) and I(b) hereto, respectively, the principal amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I II hereto. (b) Subject to the ter...ms 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 of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Ordinary Shares included in the Securities sold pursuant to this Agreement (the "Public Shareholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis.View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.800 per Unit, Company the aggregate principal amount of the Underwritten Securities set forth opposite such Underwriter's name in on Schedule I hereto. (b) Subject to the terms and conditions and in reliance upon the represent...ations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 6,000,000 Option Securities hereto at the same a 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 99.348% 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 principal amount 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. Securities. View More
Purchase and Sale. (a) Subject (a)Subject to the terms terms, conditions, representations, warranties and conditions and in reliance upon the representations and warranties herein agreements set forth, forth herein, the Company agrees to issue and sell the Firm Securities to each Underwriter, the several Initial Purchasers as provided in this Agreement, and each Underwriter Initial Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price Company the respective number of $9.800... per Unit, the amount of the Underwritten Firm Securities set forth opposite such Underwriter's Initial Purchaser's name in Schedule I hereto. (b) Subject 1 hereto at a price of $960.00 per share (the "Purchase Price"). (b)In addition, subject to the terms terms, conditions, representations, warranties and conditions and in reliance upon agreements set forth herein, if the representations and warranties herein set forth, Initial Purchasers exercise the option to purchase any Option Securities pursuant to Section 2(d), the Company hereby grants an option agrees to issue and sell such Option Securities to the several Underwriters to purchase, Initial Purchasers as provided in this Agreement, and the Initial Purchasers agree, severally and not jointly, up to 6,000,000 purchase from the Company such Option Securities at the same purchase price Purchase Price in accordance with Section 2(c) less an amount per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only share equal to cover over-allotments in the sale of the Underwritten Securities any dividends or distributions declared by the Underwriters. Said option may be exercised in whole or in part at Company and payable on the Firm Securities but not payable on the Option Securities. (c)If 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 are to which be purchased, the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter Initial Purchaser shall be based upon the number of Option Securities which bears the same percentage of ratio to the total aggregate number of the Option Securities being purchased as the number of Firm Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to be the aggregate number of Firm Securities being purchased from the Company by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject Initial Purchasers, subject, however, to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional shares. (c) In addition Securities as the Representative in its sole discretion shall make. 14 (d)The Initial Purchasers may exercise the option to purchase the discount Option Securities at any time in whole, or from time to time in part, on or before the public offering price represented by thirtieth (30th) day following the Purchase Price set forth in the first sentence of Section 2(a) date of this Agreement, by written notice from the Company hereby agrees to pay Representative to the Underwriters a deferred discount Company. Such notice shall set forth the aggregate number of $0.35 per Unit (including both Underwritten Option Securities and Option Securities) purchased hereunder (the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination as to which the option is consummated within the time period provided in the Trust Agreement being exercised and the funds held under date and time when the Trust Agreement Option Securities are distributed to be delivered and paid for which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date (as defined below) nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the holders date and time 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. delivery specified therein. 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, Un- -13- derwriter, 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 I hereto the principal amount of the Underwritten Securities Notes set forth opposite such Underwriter's name in Schedule I II hereto. (b) Subject to the terms and co...nditions 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
