Fee on Business Combination Sample Clauses

Fee on Business Combination. Upon consummation of a Business Combination, the Company and the Underwriters agree that in addition to the expenses payable pursuant to Section 3.13.1, the Company will pay to the Representative the Contingent Discount as set forth in Section 1.5 above.
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Fee on Business Combination. Upon the consummation of a Business Combination, the Company agrees that it will pay to the Underwriters out of funds in the Trust Account delivered to the Company the deferred underwriting discount and commission deposited on the Closing Date into the Trust Account in an amount equal to (i) 3.72% of the gross proceeds from the sale of Units, minus (ii) $0.2976 for each share of Common Stock converted to cash.
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Fee on Business Combination. The Representative agrees that three percent (3%) of the gross proceeds from the sale of the Firm Units ($960,000) (an additional $144,000 if the over-allotment option is exercised in full) (the “Contingent Discount”) will be deposited in and held in the Trust Fund. Upon consummation of a Business Combination, the Company and the Underwriters further agree that in addition to the expenses payable pursuant to Sections 3.13.1 and 3.13.2, the Company will pay to the Representative an additional underwriting commission equal to three percent (3%) of the gross proceeds received by the Company from the sale of the Firm Units and in each case in respect to any IPO Shares (defined in Section 7.6) which are not redeemed pursuant to Section 7.6 hereof. The Representative agrees that the Representative shall forfeit any rights or claims to the Contingent Discount in respect of any IPO Shares that are redeemed pursuant to Section 7.6 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company (“Continental”), the trustee of the Trust Fund, commences liquidation of the Trust Fund as provided in the Trust Agreement, the Representative agrees that (i) the Representative shall forfeit any rights or claims to the Contingent Discount; and (ii) the Contingent Discount, together with all other amounts on deposit in the Trust Fund, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering. In addition, the Representative shall receive 36,000 shares of Common Stock of the Company upon the consummation of a Business Combination (the “Contingent Shares”).
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Fee on Business Combination. The Representative, on behalf of itself and the other Underwriters, agrees that the Contingent Underwriting Discount will be deposited in and held in the Trust Account. Upon consummation of a Business Combination, the Company further agrees that in addition to the expenses payable pursuant to Section 3.13.1, it will pay to the Underwriters the Contingent Underwriting Discount in respect to any IPO Shares (defined in Section 8.8) which are not converted pursuant to Section 8.8 hereof. The Representative, on behalf of itself and the other Underwriters, agrees that the several Underwriters shall forfeit any rights or claims to the Contingent Underwriting Discount in respect of any IPO Shares that are converted pursuant to Section 8.8 hereof. In addition, in the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company, the trustee of the Trust Account, commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative, on behalf of itself and the other Underwriters, agrees that (i) the several Underwriters shall forfeit any rights or claims to the Contingent Underwriting Discount, and (ii) the Contingent Underwriting Discount, together with all other amounts on deposit in the Trust Account, and any accrued interest thereon (net of taxes payable), shall be distributed on a pro-rata basis among the holders of the shares of Common Stock included in the Units sold in the Offering.
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Fee on Business Combination. Upon consummation of a Business Combination, the Company further agrees that in addition to the expenses payable pursuant to Sections 3.13.1 and 3.13.2, it will pay to the Representative an additional underwriting commission equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Firm Units and the Option Units, if any.
Sample 1
Fee on Business Combination. Upon the consummation of its initial Business Combination, the Company agrees that it will pay to the Underwriters, out of funds in the Trust Account delivered to the Company, the Deferred Underwriting Discount. The payment shall be made by wire transfer to an account designated by the Representative on the closing date of the Business Combination. Payment of the Deferred Underwriting Discount will be made out of the proceeds of the offering of the Securities and the Private Placement 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
Sample 1
Fee on Business Combination. Upon the consummation of the Company’s initial Business Combination, the Company agrees that it will pay to the Underwriters out of funds in the Trust Account delivered to the Company the deferred underwriting discount and commission deposited on the Closing Date into the Trust Account in an amount equal to three and one half percent (3.5%) of the sum of (x) the gross proceeds from the sale of Units (less such amount with respect to the Directed Units as described in the preliminary prospectus included in the Registration Statement at the time of effectiveness) minus (y) amounts paid to the public stockholders who convert their shares of Common Stock for cash.
Sample 1
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Fee on Business Combination. Upon the consummation of its initial Business Combination, the Company agrees that it will pay to the Underwriters, out of funds in the Trust Account delivered to the Company, the Deferred Underwriting Discount. The payment shall be made by wire transfer to an account designated by the Representative on the closing date of the Business Combination. Payment of the Deferred Underwriting Discount will be made out of the proceeds of the offering of the Securities and the Private Placement 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 Underwriting Discount. If the Company fails to consummate a Business Combination within the required time period set forth in the Registration Statement, the Deferred Underwriting Discount will not be paid to the Underwriters and 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 3(u)). In connection with any such liquidation distribution, the Underwriters will forfeit any rights or claims to the Deferred Underwriting Discount, including any accrued interest thereon.
Sample 1
Fee on Business Combination. Upon consummation of a Business Combination, the Company further agrees that in addition to the fees and expenses payable pursuant to Sections 3.13.1 and 3.13.2, it will pay to the Representative the Deferred Discount, subject to Section 1.5 hereof.
Sample 1

Related to Fee on Business Combination

  • Initial Business Combination Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, prior to the date hereof, the Company has not identified any business combination target and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

  • Business Combination In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” (as such term is defined in Rule 5110 of FINRA’s Rules) with respect to the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in any proxy or tender offer statement which the Company files in connection with the Business Combination.

  • Business Combination Marketing Agreement The Company and the Representative have entered into a separate business combination marketing agreement substantially in the form filed as an exhibit to the Registration Statement (the “Business Combination Marketing Agreement”).

  • Business Combination Vote It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.

  • Business Combinations The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.

  • Issuance in connection with a Business Combination If, in connection with a Business Combination, the Company (a) issues additional Ordinary Shares or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Sponsor, the initial shareholders or their affiliates, without taking into account any shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), issued prior to the Public Offering and held by the initial shareholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. Solely for purposes of this Section 4.6, the “Market Value” shall mean the volume weighted average trading price of the Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.

  • Failure to Consummate Business Combination The Placement Warrants shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate the Business Combination within 24 months from the completion of the IPO.

  • No Contemplation of a Business Combination The Company has not identified any Business Combination target (each a “Target Business”) and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target.

  • Payment of Deferred Underwriting Commission on Business Combination Upon the consummation of the Company’s initial Business Combination, the Company agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the Underwriters, in accordance with Section 1.3.

  • Assistance with Business Combination For a period of ninety days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a Business Combination candidate or to provide any similar Business Combination-related services, the Company will provide the following information (the “Business Combination Information”) to the Representative: (i) complete details of all services and copies of agreements governing such services (which details or agreements may be appropriately redacted to account for privilege or confidentiality concerns); and (ii) justification as to why the person or entity providing the Business Combination-related services should not be considered an “underwriter and related person” with respect to the Company’s initial public offering, as such term is defined in Rule 5110 of FINRA’s Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting shareholder approval for the Business Combination. Upon the Company’s delivery of the Business Combination Information to the Representative, the Company hereby expressly authorizes the Representative to provide such information directly to FINRA as a result of representations the Representative have made to FINRA in connection with the Offering.

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