Sale and Purchase Clause Example with 138 Variations from Business Contracts
This page contains Sale and Purchase 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.
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Compan...y is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.View More
Variations of a "Sale and Purchase" Clause from Business Contracts
Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case annexed hereto... at a purchase price of $[ ● ] $7.77 per Share. share with respect to Firm Securities. The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. determine in accordance with the rules and regulations of the Securities Act. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Company ratably in accordance with the number of Firm Shares Securities to be purchased by each of them, them (subject to such adjustment as the Representatives may determine to eliminate fractions), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Securities, at the same purchase price per Share share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option Securities. This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time or times on or before the thirtieth day following the date of the Prospectus, hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares Securities as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares Securities are to be delivered (any such (such date and time being herein hereinafter referred to as an the "additional time of purchase"); provided, however, that no the additional time of purchase shall not be (i) earlier than the "time time of purchase" purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor or (ii) later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Securities being purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate number of Firm Shares Securities (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), fractions), subject to adjustment in accordance with Section 8 hereof. 3 2. Payment and Delivery. Payment of the purchase price for the Firm Securities shall be made to the Company by federal funds wire transfer against delivery of the certificates for the Firm Securities to Credit Suisse through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York City time, on May 10, 2017 (unless another time shall be agreed to by the Representatives and the Company or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are actually made is hereinafter sometimes called the "time of purchase." Electronic transfer of the Firm Securities shall be made to you at the time of purchase in such names and in such denominations as the Representatives shall specify. Payment of the purchase price for the Additional Securities shall be made at the additional time of purchase in the same manner and at the same office as the payment for the Firm Securities. Electronic transfer of the Additional Securities shall be made to you at the additional time of purchase in such names and in such denominations as the Representatives shall specify. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Securities shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom LLP at Four Times Square, New York, New York, 10036, at 10:00 A.M., New York City time, on the date of the closing of the purchase of the Firm Securities or the Additional Securities, as the case may be. View More
Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, Underwriter, severally and not jointly, agrees to purchase from the Company Company, at a purchase price of $70.56 per Firm Share, the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter in Schedule A attached hereto, subje...ct to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. Underwriter. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same a purchase price of $70.56 per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option Additional Share. This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectus, hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares are to be delivered (any such (such date and time being herein referred to as an the "additional time of purchase"); provided, however, that no the additional time of purchase shall not be (i) earlier than the "time time of purchase" purchase (as defined below) nor or (ii) unless otherwise agreed to by the Company and the Underwriters, earlier than the second business day or later than the tenth Business Day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number As used herein "Business Day" shall mean a day on which the New York Stock Exchange ("NYSE") is open for trading or commercial banks in the City of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. New York are open for business. View More
Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case annexed hereto... at a purchase price of $[ ● ] $24.2125 per Share. share with respect to Firm Securities, plus accrued and undeclared dividends, if any, from April 15, 2013. The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. determine in accordance with the rules and regulations of the Securities Act. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Company ratably in accordance with the number of Firm Shares Securities to be purchased by each of them, all or a portion of them (subject to such adjustment as the Representatives may determine to ensure that the Additional Shares Securities as may be necessary to cover over-allotments over allotments made in connection with the offering of the Firm Shares, Securities are issued in minimum denominations of no less than $25 and whole multiples of $25 in excess thereof), all or a portion of the Additional Securities, at the same purchase price per Share share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option Securities This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time or times on or before the thirtieth day following the date of the Prospectus, hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares Securities as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares Securities are to be delivered (any such (such date and time being herein hereinafter referred to as an the "additional time of purchase"); provided, however, that no the additional time of purchase shall not be (i) earlier than the "time time of purchase" purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor or (ii) later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional Shares Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Securities being purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate number of Firm Shares Securities (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), ensure that the Additional Securities as may be necessary to cover over allotments made in connection with the offering of the Firm Securities are issued in minimum denominations of no less than $25 and whole multiples of $25 in excess thereof), subject to adjustment in accordance with Section 8 hereof. View More
Sale and Purchase. Upon (a) Firm Shares. On the basis of the representations and representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters, and the Underwriters and each of the Underwriters, agree, severally and not jointly, agrees to purchase from the Company the number respective numbers of Firm Shares set forth opposite the name names of such Underwriter the Underwriters in Schedule A...attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case hereto at a purchase price of $[ ● ] per Share. The Company is advised by you that the Underwriters intend (i) share equal to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. $ (the "Purchase Price"). (b) Option Shares. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon on the basis of the representations and representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Underwriters shall have Company hereby grants an option to the right to purchase, Underwriters, acting severally and not jointly, to purchase from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion any part of the Additional Shares as may be necessary to cover Option Shares, for the purpose of covering any over-allotments made in connection with the offering distribution and sale of the Firm Shares, at the same purchase price per Share to be paid Shares as contemplated by the Prospectus. The Underwriters may exercise the option to purchase the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters Shares at any time and in whole, or from time to time on or before the thirtieth day following the date of the Prospectus, in part, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Option Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Option Shares are to be delivered (any such and paid for (the "Option Closing Date"), which may be the same date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase the Closing Date (as defined below), but shall not be earlier than the "time of purchase" (as defined below) nor Closing Date, and shall in no event be earlier than the second two (2) business day after the date on which the Over-Allotment Option shall have been exercised days nor later than five (5) business days after written notice is given. The Option Closing Date and the tenth business day after Closing Date are herein called the date on which the Over-Allotment Option shall have been exercised. "Closing Dates." The number of Additional Shares price to be sold to each Underwriter paid per Option Share shall be the Purchase Price. The Company agrees to sell to the Underwriters the number which bears of Option Shares specified in the written notice delivered by the Representatives to the Company and the Underwriters agree, severally and not jointly, to purchase 2 such Option Shares. Such Option Shares shall be purchased from the Company for the account of each Underwriter in the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the such Underwriter's name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, (subject to such adjustment as by the Representatives may determine to eliminate fractional shares), subject fractions). The right to adjustment in accordance with Section 8 hereof. purchase the Option Shares or any portion thereof may be surrendered and terminated at any time upon notice by the Representatives to the Company. View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company Partnership agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Partnership the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price o...f $[ ● ] $8.9376 per Share. Unit. The Company Partnership is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the "Over-Allotment Option") "Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Partnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Units, at the same purchase price per Share Unit to be paid by the Underwriters to the Company Partnership for the Firm Shares. Units less an amount per Unit equal to any dividend or distribution declared by the Partnership and payable on the Firm Units but not payable on the Additional Units. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, Prospectus Supplement, by written notice to the Company. Partnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares Units are to be delivered 3 (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), common units), subject to adjustment in accordance with Section 8 hereof. View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company Partnership agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Partnership the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price o...f $[ ● ] per Share. Firm Unit. The Company is Partnership Parties are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement Effective Time as in your judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. 7 In addition, the Company Partnership hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Partnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Units, at the same purchase price per Share unit to be paid by the Underwriters to the Company Partnership for the Firm Shares. Units less an amount per unit equal to any distribution declared by the Partnership and payable on the Firm Units but not payable on the Additional Units. The Over-Allotment Option may be exercised by UBS Securities LLC ("UBS") and Citigroup Global Markets Inc. (collectively, the Representatives "Representatives") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Partnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), units), subject to adjustment in accordance with Section 8 hereof. View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Company, (i) at a purchase price per unit of $9.80 per Unit, the number of Firm Shares Units set forth opposite the name of such Underwriter in Column A-1 of Schedule A attached hereto and (ii) at a purchase price ...of $10.00 per Unit, the number of Firm Units purchased by (y) the Sponsor and its affiliates and (z) any of the investors previously identified by the Company to the Representatives and any of their affiliates, in each case, up to the higher of $50,000,000 and 35% of the gross proceeds of the Offering, as set forth opposite the name of such Underwriter in Column A-2 of Schedule A hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. hereof. The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in your the Representatives' judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. 4 In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Units, at the same purchase price per Share unit to be paid by the Underwriters to the Company for the Firm Shares. Units. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.30 per Unit (including both Firm Units and Additional Units) purchased hereunder (the "Deferred Discount"), subject to Section 4(nn) herein. 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 Class A Ordinary Shares included in the Units 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 shall be authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. Notwithstanding anything in this Agreement to the contrary, up to 25% of the Deferred Discount may, in the sole discretion of the Company, be re-allocated or paid to affiliated or unaffiliated third parties that assist the Company in consummating the Business Combination. Notwithstanding anything in this Agreement to the contrary, the Company may, in its sole discretion, pay up to an additional $0.125 per Unit to one or more of the Underwriters based on the Underwriters' performance during the Business Combination process. View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Company, (i) at a purchase price per unit of $9.80 per Unit, the number of Firm Shares Units set forth opposite the name of such Underwriter in Column A-1 of Schedule A attached hereto and (ii) at a purchase price ...of $10.00 per Unit, the number of Firm Units purchased by (y) the Sponsor and its affiliates and (z) any of the investors previously identified by the Company to the Representatives and any of their affiliates, in each case, up to the higher of $50,000,000 and 35% of the gross proceeds of the Offering, as set forth opposite the name of such Underwriter in Column A-2 of Schedule A hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. hereof. The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in your the Representatives' judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Units, at the same purchase price per Share unit to be paid by the Underwriters to the Company for the Firm Shares. Units. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. 4 In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.30 per Unit (including both Firm Units and Additional Units) purchased hereunder (the "Deferred Discount"), subject to Section 4(nn) herein. 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 Class A Ordinary Shares included in the Units 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 shall be authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis. Notwithstanding anything in this Agreement to the contrary, up to 25% of the Deferred Discount may, in the sole discretion of the Company, be re-allocated or paid to affiliated or unaffiliated third parties that assist the Company in consummating the Business Combination. Notwithstanding anything in this Agreement to the contrary, the Company may, in its sole discretion, pay up to an additional $0.125 per Unit to one or more of the Underwriters based on the Underwriters' performance during the Business Combination process. View More
Sale and Purchase. Upon On the basis of the representations representations, warranties and warranties agreements herein contained, and subject to the terms and conditions herein set forth, of this Agreement, the Company agrees to issue and sell to the respective Underwriters the Firm Shares, and each of the Underwriters, Underwriters agrees, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in on Schedule A attached hereto, sub...ject to adjustment in accordance with Section 8 hereof, in each case at a hereto. The pricing terms of the purchase price of $[ ● ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after by the effective date Underwriters and the pricing terms of the Registration Statement as in your judgment is advisable and (ii) initially to offer offering of the Firm Shares upon to the terms public are as set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. on Schedule B hereto. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary solely to cover over-allotments over-allotments, if any, made in connection with the offering of the Firm Shares, at the same purchase price per Share share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option This option may be exercised by the Representatives Representatives, on behalf of the several Underwriters Underwriters, at any time and from time to time on in whole or before in part by written notice from the thirtieth day following Representatives to the Company, which notice may be given at any time within 30 days from the date of the Prospectus, by written notice to the Company. this Agreement. Such notice shall set forth (i) the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, (ii) the names and denominations in which the date and time when the Additional Shares are to certificates will be delivered (any and (iii) the date, time and place at which such date certificates will be delivered (such date, the "Additional Closing Date" and time being herein referred to as an "additional such time of purchase"); such date, the "Additional Time of Purchase"); provided, however, that no additional time the Additional Time of purchase Purchase may be simultaneous with, but shall not be earlier than the "time Time of purchase" Purchase (as defined below) nor and shall not be earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised two nor later than five full business days after delivery of such notice of exercise. The Representatives, on behalf of the tenth business day after Underwriters, may cancel the date on which the Over-Allotment Option shall have been exercised. The number option at any time prior to its expiration by giving written notice of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion such cancellation to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. Company. View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Company, the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto, A, subject to adjustment in accordance with Section 8 hereof, in each case at a purcha...se price of $[ ● ] $9.80 per Share. Unit. The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement as in your the Representatives' judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Units, at the same purchase price per Share unit to be paid by the Underwriters to the Company for the Firm Shares. Units. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth forty-fifth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. 4 In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of this Section 1, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the "Deferred Discount"), subject to Section 4(oo) herein. 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 Class A Common Stock included in the Units 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 under the Trust Agreement shall be authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company and the Underwriters agree that up to five percent (5%) of the Firm Units to be purchased by the Underwriters (the "Reserved Units") shall be reserved for sale by the Underwriters to designees of the Company as part of the distribution of the Units, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of FINRA and all other applicable laws, rules and regulations. The Company has solely determined, without any direct or indirect participation by the Underwriters, who will purchase the Reserved Units. To the extent that the Reserved Units are not orally confirmed for purchase by 9:00 A.M. (New York City time) on the first business day after the date of this Agreement, the Reserved Units may be offered to the public as part of the public offering contemplated hereby. View More
