Purchase and Sale Clause Example 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 $9.80 per Unit for the Underwritten Securities and a purchase price of $10.00 per Unit for the Option Securities, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I hereto. (b) Subj...ect 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 1,500,000 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 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 Representative in its absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 2(a) of this Agreement (the "Upfront Discount"), and subject to Section 5(gg), the Company hereby agrees to pay to the Underwriters a deferred discount of $0.50 per Unit for the Underwritten Securities and a deferred discount of $0.70 per Unit for the Option Securities purchased hereunder (collectively, the "Deferred Discount"). The Underwriters hereby agree that if no Business Combination is consummated 16 within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the shares of the Common Stock included in the Securities sold pursuant to this Agreement (the "Public Stockholders"), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. View More