Deferred Discount. The Company and the Underwriters agree that 5.0% of the remaining amount held in the Trust Account (the “Deferred Discount”) calculated immediately prior to the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) will be payable directly from the Trust Account, without accrued interest, to the Underwriters for their own account upon consummation of the Business Combination solely from amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of the Business Combination and such Deferred Discount shall be capped at such amount so remaining in the Trust Account. 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 Ordinary Shares (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.
Appears in 2 contracts
Sources: Underwriting Agreement (Crestone Strategic Capital Acquisition Corp), Underwriting Agreement (Crestone Strategic Capital Acquisition Corp)
Deferred Discount. The Company and the Underwriters agree that 5.0% of the remaining amount held in gross proceeds from the Trust Account sale of the Firm Units ($3,750,000) and 5.0% of the gross proceeds from the sale of the Option Units (up to $287,500) (the “Deferred Discount”) calculated immediately prior to the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters for their own account upon consummation of the Business Combination solely from amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of the Business Combination and such Deferred Discount shall be capped at such amount so remaining in the Trust Account. 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 Ordinary Shares (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 public stockholders on a pro rata basis.
Appears in 2 contracts
Sources: Underwriting Agreement (FortuneX Acquisition Corp), Underwriting Agreement (FortuneX Acquisition Corp)
Deferred Discount. The Company and the Underwriters agree that 5.0% of the remaining amount held in gross proceeds from the Trust Account sale of the Firm Units ($3,750,000) and 5.0% of the gross proceeds from the sale of the Option Units (up to $287,500) (the “Deferred Discount”) calculated immediately prior to the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters for their own account upon consummation of the Business Combination solely from amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of the Business Combination and such Deferred Discount shall be capped at such amount so remaining in the Trust Account. 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 Ordinary Shares (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 public stockholders on a pro rata basis. The Underwriters acknowledge and agree that the Deferred Discount shall be payable only to the extent of, and shall in no event exceed, an amount equal to 5.00% of the funds remaining in the Trust Account after giving effect to all properly submitted redemptions in connection with the initial Business Combination.
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Deferred Discount. The Company and the Underwriters agree that 5.0% of the remaining amount held in gross proceeds from the Trust Account sale of the Firm Units ($3,750,000) and 5.0% of the gross proceeds from the sale of the Option Units (up to $562,500) (the “Deferred Discount”) calculated immediately prior to the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”) will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters for their own account upon consummation of the Business Combination solely from amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of the Business Combination and such Deferred Discount shall be capped at such amount so remaining in the Trust Account. 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 Ordinary Shares (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 public stockholders on a pro rata basis. The Underwriters acknowledge and agree that the Deferred Discount shall be payable only to the extent of, and shall in no event exceed, an amount equal to 5.00% of the funds remaining in the Trust Account after giving effect to all properly submitted redemptions in connection with the initial Business Combination.
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