Common use of Payment for the Clause in Contracts

Payment for the. Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representative of the Firm Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement.

Appears in 3 contracts

Samples: Underwriting Agreement (Tailwind Acquisition Corp.), Underwriting Agreement (Live Oak Acquisition Corp), Underwriting Agreement (Live Oak Acquisition Corp)

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Payment for the. Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representative of the Firm Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Landcadia Holdings II, Inc.), Underwriting Agreement (Landcadia Holdings II, Inc.)

Payment for the. Firm Securities shall be made as follows: The net proceeds for the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representative of the Firm Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representative may designate. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all the Firm Securities. At least one business day prior to the date of the effectiveness of the Registration Statement, the Company shall deposit the net proceeds from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Z-Work Acquisition Corp.)

Payment for the. Firm Securities Shares, the Optional Shares and the Warrants purchased from the Company shall be made as follows: The net proceeds for to the Firm Securities Company or its order by (including i) one or more certified or official bank check or checks in same day funds (and the Deferred Discount) shall be deposited Company agrees not to deposit any such check in the Trust Account pursuant to bank on which drawn until the terms day following the date of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon its delivery to the Representative Company) or (ii) federal funds same day wire transfer to an account designated by the Company. Such payment shall be made upon delivery of certificates for the Shares and the Warrants to you for your account and the respective accounts of the Firm Securities through several Underwriters (including without limitation by "full-fast" electronic transfer by the facilities Depository Trust Company) against receipt therefor signed by you and the payment of DTC or, if the Representative has otherwise instructed, upon delivery Non-Accountable Expense Allowance to you. Payment for the Non-Accountable Expense Allowance shall be made to the Representative or to their order by (i) one or more certified or official bank check or checks in same day funds, (ii) federal funds same day wire transfer to an account designated by the Representative or (iii) at the option of certificates (in form and substance satisfactory the Representative, may be deducted from the amount transferred to the Representative) representing the Firm Securities, in each case Company pursuant to this Section 4(c). Certificates for the account of Shares and the Underwriters. The Firm Securities Warrants to be delivered to you shall be registered in such name or names and shall be in such authorized denominations as the Representative you may request in writing at least two one business days prior to day before the First Closing Date. If delivery is not made through , in the facilities case of DTCFirm Shares and the Warrants, the Company will permit the Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date purchase thereof, in the case of the Optional Shares. Certificates for the Firm Shares and Optional Shares will be made available to the Underwriters for inspection, checking and packaging at a location in New York City such office or such other place as the Representative may designate. The Company shall designate not be obligated to sell or deliver later than 9:30 a.m. Boston time on the Firm Securities except upon tender of payment by the Representative for all the Firm Securities. At least one business day prior to the Closing Date or, in the case of the Optional Shares, by 9:30 a.m., Boston time, on the business day preceding the date of the effectiveness purchase. It is understood that you, individually and not on behalf of the Registration StatementUnderwriters, may (but shall not be obligated to) make payment to the Company for shares to be purchased by any Underwriter whose check shall deposit not have been received by you on the net proceeds Closing Date or any later date on which Optional Shares are purchased for the account of such Underwriter. Any such payment by you shall not relieve such Underwriter from the sale any of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreementits obligations hereunder.

Appears in 1 contract

Samples: Merge Technologies Inc

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Payment for the. Firm Securities Units shall be made by certified or official bank checks in New York Clearing House funds, payable to the order of the Company, at the offices of the Representative, or its clearing agent, or at such other place as follows: The net proceeds for shall be agreed upon by the Representative and the Company, upon delivery of the Firm Securities (including the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the sale of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the IPO Prospectus upon delivery to the Representative for the respective accounts of the Firm Securities through Underwriters. In making payment to the facilities of DTC orCompany with respect to the Units, if the Representative has otherwise instructedmay first deduct all sums due to it for the balance of the non-accountable expense allowance and under the Financial Consulting Agreement (as hereinafter defined). Such delivery and payment shall be made at 9:30 A.M., upon delivery to New York City Time on the third business day after the Effective Date which may be extended by the Representative to not later than the fifth business day, following the Effective Date (unless postponed in accordance with the provisions of certificates (in form Section 14 hereof) or at such other time as shall be agreed upon by the Representative and substance satisfactory to the Company. The time and date of such delivery and payment are hereby defined as the Closing Date. It is understood that each Underwriter has authorized the Representative) representing the Firm Securities, in each case for the account of such Underwriter, to accept delivery of, receipt for, and make payment of the Underwriterspurchase price for, the Firm Units which it has agreed to purchase. The Firm Securities shall be registered in such name or names You, individually, and in such authorized denominations not as the Representative may request in writing at least two business days prior to the First Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Securities for delivery, at least one business day prior to the First Closing Date at a location in New York City as the Representative may designate. The Company (but shall not be obligated to sell or deliver to) make payment of the purchase price for the Firm Securities except upon tender of payment Units to be purchased by any Underwriter whose check shall not have been received by the Representative Closing Date, for all the Firm Securities. At least one business day prior to the date account of the effectiveness of the Registration Statementsuch Underwriter, the Company but any such payment shall deposit the net proceeds not relieve such Underwriter from the sale of the Private Placement Warrants into the Trust Account as provided by the terms of the Sponsor Warrants Purchase Agreementits obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Kids Stuff Inc)

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