Common use of Deferred Discount Clause in Contracts

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.

Deferred Discount. In addition Upon the consummation of a Business Combination, Chardan shall also be entitled to receive 3.5% of the discount gross proceeds from the public offering price represented by sale of the purchase price set forth 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 Section 1.1.1 hereof, the Company hereby agrees to pay to the Underwriters total) as a deferred underwriting discount of $0.35 per Unit (whereby each of a Firm Unit and an Option Unit is a “Unit”)) purchased hereunder (the “Deferred Underwriting 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 Underwriting Discount will shall be paid payable directly from the Trust Account, without accrued interest, to Chardan upon consummation of a Business Combination. In the Representativeevent that the Company is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company, on behalf as the trustee of the UnderwritersTrust Account (in this context, by the Trustee “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, Chardan agrees that: (as defined in Section 2.25i) from 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 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 (as defined in Section 1.1.3or, 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) by wire transfer payable in same-day funds and will be paid if and when the Company consummates a Business Combination without any further conditions. Chardan may waive its initial Business Combination. For right to receive the avoidance of doubt, the Representative will distribute any Deferred Underwriting 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 notifying the Company by the several Underwriters. The Underwriters hereby agree that if no Business Combination is consummated within the in writing at any 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 consummation of the initial a Business Combination, up to a maximum reduction of 20% and (2) in which case 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 CombinationUnderwriting Discount will be cancelled.

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 including both Firm Unit Units and an Option Unit is a “Unit”)Units) 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.