Placement Units. On the Closing Date and the Option Closing Date, as applicable, the Placement Units have been purchased as provided for in the Sponsor Unit Purchase Agreement and the requisite portion of the purchase price for such securities specified herein and therein shall be deposited into the Trust Account.
Placement Units. Simultaneously with the consummation of the Offering, Goldenstone Holding, LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 325,000 Units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units and the Common Stock, Warrants included in the Placement Units (the “Placement Warrants”), and the Rights included in the Placement Units (the “Placement Rights”) are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Warrants shall be non-redeemable by the Company and may be exercised on a cashless basis so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Units or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.24 hereof)). Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.
Placement Units. Simultaneously with the Closing, the Sponsor (as hereinafter defined) shall purchase from the Company, pursuant to the Subscription Agreement (as defined in Section 2.24.2 hereof) an aggregate of 300,000 units (or 330,000 units if the Over-allotment Option is exercised in full) (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the Rights included in the Placement Units (the “Placement Rights”), the Ordinary Shares and the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units sold in the Offering. There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.
Placement Units. Simultaneously with the Closing, American Physicians, LLC, the sponsor of the Company (the “Sponsor”) and I-Bankers shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.24.2 hereof) an aggregate of 479,000 units (the “Placement Units”) (of which 414,000 Placement Units will be purchased by the Sponsor and 65,000 Placement Units will be purchased by I-Bankers) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units and the securities underlying the Placement Units are hereinafter referred to collectively as the “Placement Securities.” The Placement Units shall be identical to the Units sold in the Offering except that the warrants included in the Placement Units shall be (i) non-redeemable by the Company, and (ii) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be held by the initial purchasers of the Placement Units or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. I-Bankers agrees not to transfer, assign or sell any of the Placement Securities and agrees to waive its redemption and liquidation rights with respect to such the Placement Securities pursuant to the terms set forth in that certain Unit Subscription Agreement dated as of the date hereof. Additionally, I-Bankers agrees that it will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Securities for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause the Placement Securities to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Placement Securities, except as provided for in FINRA Rule 5110(3)(2).
Placement Units. The Placement Units and the Additional Placement Units have been duly authorized and reserved for issuance and, when issued and paid for, will be validly issued, fully paid and non-assessable; the Placement Units and the Additional Placement Units are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement Units and the Additional Placement Units have been duly and validly taken. The Placement Units and the Additional Placement Units are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Placement Units. Simultaneously with the Closing, 8i Enterprises Pte Ltd (“8i Pte”), an affiliate of 8i Holdings Limited, shall purchase from the Company, pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an aggregate of 221,250 units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the Ordinary Shares, the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units sold in the Offering except that the Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.
Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 Units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, and the Class A Common Stock issuable upon exercise of the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed (i) to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).
Placement Units. Simultaneously with the Closing, Oriental Holdings Limited (“Oriental”) shall purchase from the Company, pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an aggregate of 247,500 units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the Ordinary Shares, the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units sold in the Offering except that the Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.
Placement Units. The Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Units are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock and Warrants underlying the Placement Units, and the shares of Common Stock issuable upon exercise of the Warrants underlying the Private Units have been reserved for issuance and, when issued in accordance with the terms of the Placement Units and the Placement Warrants and upon payment therefor, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.
Placement Units. 2.7.3.1 The Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Placement Units and the shares of Common Stock and Rights into which such Placement Units are exercisable into have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Unit Private Placement Agreement will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Placement Units are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Placement Units has been duly and validly taken. The Placement Units conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.
