Deferred Discount Sample Clauses

Deferred Discount. The Underwriters agree that 3.5% of the gross proceeds from the sale of the Firm Units ($2,975,000) and 3.5% of the gross proceeds from the sale of the Option Units (up to $446,250) (the “Deferred Discount”) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to Underwriters for their own account upon consummation of the Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the shares of Common Stock included in the Units sold pursuant to this Agreement, (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 stockholders on a pro rata basis.
Sample 1Sample 2Sample 3See All (20)
AutoNDA by SimpleDocs
Deferred Discount. In addition to the discount from the public offering price represented by the Purchase Price set forth in Section 1(a) hereof, and subject to Section 4(hh) hereof, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Units and Option Units) purchased hereunder (the “Deferred Discount”). Subject to Section 4(hh), the Deferred Discount shall be allocated to each Underwriter in proportion to the number of Units such Underwriter purchases pursuant to this Agreement (including both Firm Units and Option Units) as compared to the total number of Units purchased by the Underwriters collectively. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders,” which term shall include any officers or directors of the Company solely to the extent they hold any Public Stock (as defined below)), (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 Stockholders on a pro rata basis.
Sample 1Sample 2Sample 3See All (10)
Deferred Discount. Upon the consummation of the initial Business Combination, the Company will direct the Trustee to pay the Underwriters the Deferred Discount out of the proceeds of the Offering held in the Trust Account. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Discount. If the Company fails to consummate its initial Business Combination within twenty-four months from the closing of the Offering (or later if the stockholders approve an amendment to the Amended and Restated Certificate of Incorporation extending such deadline), the Deferred Discount will not be paid to the Underwriters and will, instead, be included in the distribution of the proceeds held in the Trust Account made to the Public Stockholders upon Liquidation. In connection with any such Liquidation, the Underwriters forfeit any rights or claims to the Deferred Discount. Notwithstanding anything to the contrary in this Agreement, a portion of the amount designated per Unit as Deferred Discount not to exceed 35% of the total Deferred Discount, may be re-allocated or paid to members of FINRA that assist the Company in consummating its initial Business Combination. The election to re-allocate or make such payments to members of FINRA will be solely at the discretion of the Company’s management team, and such members of FINRA will be selected by the Company’s management team in their sole and absolute discretion.
Sample 1Sample 2See All (7)
Deferred Discount. Upon the consummation of the Initial Business Combination, the Company will pay or cause to be paid to the Representative, on behalf of the Underwriters, the Deferred Discount. Payment of the Deferred Discount will be made out of the proceeds of the Offering held in the Trust Account. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds of the Offering held in the Trust Account representing the Deferred Discount. If the Company fails to consummate its Initial Business Combination within the required time period set forth in the Trust Agreement as described in the Registration Statement, the Statutory Prospectus and the Prospectus, the Deferred Discount will not be paid to the Representative, on behalf of the Underwriters, and will instead be included in the Liquidation. In connection with any such Liquidation, the Underwriters shall forfeit any rights or claims to the Deferred Discount, including any accrued interest thereon.
Sample 1Sample 2Sample 3See All (5)
Deferred Discount. In addition to the discount from the public offering price represented by the purchase price set forth in Section 1.1.1 hereof, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (whereby each of a Firm Unit and an Option Unit is a “Unit”)) purchased hereunder (the “Deferred Discount”); provided, however, that no Deferred Discount will be paid for the Units sold to the Sponsor (as defined below) or an affiliate of the Sponsor. The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the Trustee (as defined in Section 2.25) from amounts on deposit in the Trust Account (as defined in Section 1.1.3) by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. For the avoidance of doubt, the Representative will distribute any Deferred Discount received from the Trustee pursuant to this Section 1.1.2 pro rata among the Underwriters such that each Underwriter shall receive an amount which bears the same ratio to the aggregate Deferred Discount received by the Representative from the Trustee as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Units being purchased from the Company by the several Underwriters. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement (as defined below) and the funds held under the Trust Agreement are distributed to the holders of Subunits 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 is authorized to distribute the Deferred Discount to the Public Shareholders on a pro rata basis; provided, further that (1) the Deferred Discount payable to the Underwriters shall be reduced pro rata for any redemptions from the Trust Account prior to the completion of the initial Business Combination, up to a maximum reduction of 20% and (2) the Company may allocate up to 30% of the net Deferred Discount, after any reductions due to any redemptions, to a firm or firms who assist the Company in connection with completing the initial Business Combination.
Sample 1Sample 2See All (5)
Deferred Discount. Upon the consummation of the initial Business Combination, the Company will direct the Trustee to pay the Underwriters the Deferred Discount out of the proceeds of the Offering held in the Trust Account and to the Underwriters also the Advisory Fee. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Discount. If the Company fails to consummate its initial Business Combination within twenty-four months from the closing of the Offering (or later if the stockholders approve an amendment to the Amended and Restated Certificate of Incorporation extending such deadline), the Deferred Discount will not be paid to the Underwriters and will, instead, be included in the distribution of the proceeds held in the Trust Account made to the Public Stockholders upon Liquidation. In connection with any such Liquidation, the Underwriters forfeit any rights or claims to the Deferred Discount.
Sample 1Sample 2
Deferred Discount. On the Completion Date, pursuant to the terms of the Escrow Agreement, a deferred discount in the aggregate amount of $12,750,000 with respect to the Notes (the “Deferred Discount”), shall be released from the Escrow Account to the Representative for the accounts of the several Initial Purchasers, to be paid by wire transfer to the account or accounts specified by the Representative in immediately available funds. If the Completion Date does not occur on or prior to the Cut-Off Date, the aggregate Purchase Price, including the Deferred Discount, shall be used to redeem the Notes pursuant to the terms of the Escrow Agreement and the special mandatory redemption provisions set forth in the Indenture.
Sample 1
AutoNDA by SimpleDocs
Deferred Discount. Upon the consummation, if any, of the Business Combination the Company will pay to the Underwriter a deferred discount (the "Deferred Discount") in an amount equal to (A) 2.5% of the gross proceeds (before giving effect to any discounts or commissions) from the sale of the Units (as defined in section 1.2.1 hereof) less (B) $0.20 per share of Common Stock converted to cash in connection with the Business Combination Vote (as defined in Section 6.6 hereof), subject to Section 6.7 hereof. Payment of the Deferred Discount will be made out of the proceeds of this Offering held in the Trust Account at the consummation of the Business Combination. In no event shall the Underwriter have any claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Discount. If the Company fails to consummate a Business Combination within the required time period set forth in the Prospectus, the Deferred Discount will not be paid to the Underwriter. Any proceeds held in the Trust Account that would have been paid to the Underwriter in respect of the Deferred Discount will, instead, be included in the liquidation distribution of the proceeds held in the Trust Account made to the holders of the IPO Shares (as defined in Section 6.6 hereof).
Sample 1

Related to Deferred Discount

  • Early Payment Discount The City of Houston’s standard payment term is to pay 30 days after receipt of invoice or receipt of goods or services, whichever is later, according to the requirements of the Texas Prompt Payment Act (Tex. Gov’t Code, Ch. 2251). However, the City will pay in less than 30 days in return for an early payment discount from Contractor as follows: Payment Time - 10 Days: 2% Discount Payment Time - 20 Days: 1% Discount

  • PAYMENT TERMS/DISCOUNTS The County’s payment terms are in accordance with Florida Statute 218, Local Government Prompt Payment Act. Cash discounts for prompt payment shall not be considered in determining the lowest net cost for bid evaluation purposes.

  • Additional Discounts? Do you offer additional discounts to TIPS members for large order quantities or large scope of work? Yes Years in Business as Proposing Company Years in business as proposing company? Resellers: Does the vendor have resellers that it will name under this contract? Resellers are defined as other companies that sell your products under an agreement with you, the awarded vendor of TIPS. EXAMPLE: BIGmart is a reseller of ACME brand televisions. If ACME were a TIPS awarded vendor, then ACME would list BIGmart as a reseller. (If applicable, Vendor should add all Authorized Resellers within the TIPS Vendor Portal upon award). No

  • Volume Discounts The Company will pay to the Dealer Manager reduced selling commissions for purchases of more than $500,000 of Primary Shares by a single purchaser through the same participating broker-dealer as follows:

  • PROMPT PAYMENT DISCOUNTS If a Contractor offers a discount for prompt payment, the Contractor shall include the terms of the discount on all invoices, the amounts which are due if the Authorized User meets the terms, and the number of days for which the prompt payment discount offer applies.

  • Quantity Discounts Contractor may offer additional discounts for one-time delivery of large single orders;

  • Underwriting Discount In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters, with respect to any Offered Securities sold to investors in this Offering, a seven percent (7%) underwriting discount.

  • Volume and Additional Discounts In addition to the Part 1 Minimum Percentage Discount proposed herein, does Vendor ever expect and intend to offer additional, greater, or volume discounts to TIPS Members? If proposing on Part 1, point(s) may be assigned for your response in the Part 1 category of "Pricing" during scoring and evaluation. If you are not proposing on Part 1, you must respond to proceed but no points will be assigned for your response. 8 Yes

  • Reallocation to a Class with a Higher Salary Range Maximum Upon appointment to the higher class, the employee’s base salary will be increased to a step of the range for the new class that is nearest to five percent (5.0%) higher than the amount of the pre-promotional step, or to the entry step of the new range, whichever is higher.

  • Reallocation to a Class with a Lower Salary Range Maximum 1. If the employee meets the skills and abilities requirements of the position and chooses to remain in the reallocated position, the employee retains existing appointment status and has the right to be placed on the Employer’s internal layoff list for the classification occupied prior to the reallocation.

Time is Money Join Law Insider Premium to draft better contracts faster.