Common use of Fee on Business Combination Clause in Contracts

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.