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.
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.
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 20% 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.
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.
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.
Deferred Discount. Upon the consummation of a Business Combination, Chardan shall also be entitled to receive 3.5% of the gross proceeds from the sale of the Firm Units ($2,100,000) and 3.5% of the gross proceeds from the sale of the Option Units (or up to $315,000 in total) as a deferred underwriting discount (the “Deferred Underwriting Discount”). The Deferred Underwriting Discount shall be payable directly from the Trust Account, without accrued interest, to Chardan upon consummation of a Business Combination. In the event that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, Chardan agrees that: (i) Chardan shall have no right or claim to receive the Deferred Underwriting Discount and (ii) the Deferred Underwriting Discount, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the public stockholders. Any Deferred Underwriting Discount will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such Underwriter at the Closing (or, with respect to Deferred Underwriting Discount related to the Option Units, the payment of the purchase price for those Option Units at any Option Closing) and will be paid if and when the Company consummates a Business Combination without any further conditions. Chardan may waive its right to receive the Deferred Underwriting Discount by notifying the Company in writing at any time prior to the consummation of a Business Combination, in which case the Deferred Underwriting Discount will be cancelled.
Deferred Discount. On the Completion Date, pursuant to the terms of the Escrow Agreement, a deferred discount in the aggregate amount of $6,750,000 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.
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).
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 Second 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 25% of the total Deferred Discount, may be re-allocated or paid to the Underwriters and/or to third parties not participating in the Offering who are members of FINRA that assist the Company in connection with its initial Business Combination. The election to re-allocate or make such payments, and the amount of any allocations, will be solely at the discretion of the Company’s management team, and such persons will be selected by the Company’s management team in their sole and absolute discretion.
Deferred Discount. In the event that the Company elects (in its sole discretion) to consummate the Transaction, the Representatives agree, on behalf of themselves and the several Underwriters, that (a) $866,250 of the aggregate Deferred Discount that would otherwise be payable by the Company to the Underwriters in cash pursuant to the Underwriting Agreement shall be payable by the Company to the Underwriters in the form of 86,625 shares of common stock, par value $0.0001, of Holdco (the “Common Stock Consideration”) and (b) the remaining $2,021,250 of the aggregate Deferred Discount shall remain payable in cash upon the consummation of the Transaction, in each case, as set forth on Schedule A hereto. For the avoidance of doubt, the foregoing arrangement shall only apply to the consummation of the Transaction and not to any other potential Business Combination that may be contemplated or consummated by the Company.
