Additional Placement Units. Simultaneously with the Option Closing, Oriental shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an additional number of units (up to a maximum of 22,500 units in the aggregate), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 per Unit sold to the public in the Offering is held in trust regardless of whether the over-allotment option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional 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 Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 5 contracts
Samples: Underwriting Agreement (Wealthbridge Acquisition LTD), Underwriting Agreement (Wealthbridge Acquisition LTD), Underwriting Agreement (Wealthbridge Acquisition LTD)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units Placement Units (up to a maximum of 22,500 units in the aggregate), 43,875 Placement Units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 10.15 per Firm Unit and Option Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares Class A Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants Units are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold Except as disclosed in the Offering except that the Additional Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basisRegistration Statement, as described in the Prospectus, in each case so long as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There there will be no placement agent in the Additional 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 to waive its redemption rights with respect to the Additional Placement SecuritiesSecurities 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 Additional 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).
Appears in 3 contracts
Samples: Underwriting Agreement (Arogo Capital Acquisition Corp.), Underwriting Agreement (Arogo Capital Acquisition Corp.), Underwriting Agreement (Arogo Capital Acquisition Corp.)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units Placement Units (up to a maximum of 22,500 units in the aggregate), 36,000 Placement Units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 per Firm Unit and Option Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary SharesShares and the Rights, included in the Additional Placement Units, and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold Except as disclosed in the Offering except that the Additional Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basisRegistration Statement, as described in the Prospectus, in each case so long as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There there will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities. The Public Securities, the Founder Shares, the Placement Securities, the Additional Placement Securities are hereinafter referred to collectively as the “Securities.”
Appears in 3 contracts
Samples: Underwriting Agreement (TenX Keane Acquisition), Underwriting Agreement (TenX Keane Acquisition), Underwriting Agreement (TenX Keane Acquisition)
Additional Placement Units. Simultaneously with the Option Closing, Oriental 8i Pte shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an additional number of units (up to a maximum of 22,500 18,750 units in the aggregate), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 per Unit sold to the public in the Offering is held in trust regardless of whether the over-allotment option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional 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 Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 3 contracts
Samples: Underwriting Agreement (8i Enterprises Acquisition Corp.), Underwriting Agreement (8i Enterprises Acquisition Corp.), Underwriting Agreement (8i Enterprises Acquisition Corp.)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsors shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units Placement Units (up to a maximum of 22,500 units in the aggregate), 36,000 Placement Units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 per Firm Unit and Option Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary SharesShares and the Rights, included in the Additional Placement Units, and the Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold Except as disclosed in the Offering except that the Additional Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basisRegistration Statement, as described in the Prospectus, in each case so long as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There there will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities. The Subscription Agreement shall state that the Sponsors have agreed (i) to waive its redemption rights with respect to the Additional 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 Additional Placement Securities if the Company fails to complete the initial Business Combination. The Public Securities, the Founder Shares, the Placement Securities, the Additional Placement Securities are hereinafter referred to collectively as the “Securities.”
Appears in 2 contracts
Samples: Underwriting Agreement (Mars Acquisition Corp.), Underwriting Agreement (Mars Acquisition Corp.)
Additional Placement Units. Simultaneously with Immediately prior to the Option ClosingClosing Date, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units Placement Units (up to a maximum of 22,500 units in the aggregate), 90,000 Placement Units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 10.15 per Firm Unit and Option Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, and the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), Class A Common Stock and the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) Units, and the Ordinary Shares issuable upon conversion of Class A Common Stock underlying the Warrants included in the Additional Placement Rights and exercise of the Additional Placement Warrants Units, are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional 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 Additional 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 to waive its redemption rights with respect to the Additional Placement SecuritiesSecurities 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 Additional Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 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).
Appears in 2 contracts
Samples: Underwriting Agreement (Canna-Global Acquisition Corp), Underwriting Agreement (Canna-Global Acquisition Corp)
Additional Placement Units. Simultaneously with the Option Closing, Oriental MCC and Chardan shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 2.23.2 hereof) an additional number of units (up to a maximum of 22,500 15,000 units in the aggregate, of which 7,500 units will be purchased by MCC and up to 7,500 units will be purchased by Chardan), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 per Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, shares of Common Stock and the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares shares of Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof))Offering. There will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Private Securities. Pursuant to Rule 5110(g)(1) of FINRA’s Rules, the Additional Placement SecuritiesUnits are subject to a lock-up for a period of one hundred eighty (180) days immediately following the Effective Date of the Registration Statement or the commencement of sales in the offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Mountain Crest Acquisition Corp II), Underwriting Agreement (Mountain Crest Acquisition Corp II)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units Placement Units (up to a maximum of 22,500 units in the aggregate), Placement Units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 10.10 per Firm Unit and Option Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, and the Class A Ordinary SharesShares and the Rights included in the Additional Placement Units, and the Class A Ordinary Shares issuable upon conversion of the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold Except as disclosed in the Offering except that the Additional Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basisRegistration Statement, as described in the Prospectus, in each case so long as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There there will be no placement agent in the Additional 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 to waive its redemption rights with respect to the Additional Placement SecuritiesSecurities 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 Additional Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 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).
Appears in 2 contracts
Samples: Underwriting Agreement (Blue Safari Group Acquisition Corp), Underwriting Agreement (Blue Safari Group Acquisition Corp)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units Placement Units (up to a maximum of 22,500 units in the aggregate), 49,500 Placement Units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 10.20 per Firm Unit and Option Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights Common Stock and Warrants included in the Additional Placement Units (and the “Additional Placement Rights”), shares of Common Stock issuable upon exercise of the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional 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 Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed to waive its redemption rights with respect to the Additional 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 Additional Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 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).
Appears in 2 contracts
Samples: Underwriting Agreement (Zi Toprun Acquisition Corp.), Underwriting Agreement (Zi Toprun Acquisition Corp.)
Additional Placement Units. Simultaneously with the Option Closing, Oriental Sponsor and Chardan shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 2.26.2 hereof) an additional number of units (up to a maximum of 22,500 18,000 units in the aggregate), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 per Unit sold to the public in the Offering is held in trust regardless of whether the over-allotment option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Sharesshares of Common Stock, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares shares of Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional 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 Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Orisun Acquisition Corp.), Underwriting Agreement (Orisun Acquisition Corp.)
Additional Placement Units. Simultaneously with the Option Closing, Oriental Sponsor shall purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 2.22.2 hereof) an additional number of units Placement Units (up to a maximum of 22,500 units 82,500 Placement Units in the aggregate), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 per Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary SharesCommon Stock, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), and the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and ), the Ordinary Shares Common Stock issuable upon conversion of the Additional Placement Rights and the Common Stock issuable upon exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering Offering, except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional 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 Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (International Media Acquisition Corp.), Underwriting Agreement (International Media Acquisition Corp.)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units (up to a maximum of 22,500 units in the aggregate), 26,250 units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 10.15 per Unit Common Stock sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary SharesCommon Stock, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), ) and the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares Common Stock issuable upon exercise of the Additional Placement Warrants and upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Registration Statement. Except as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described disclosed in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There Registration Statement, there will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 2 contracts
Samples: Warrant Agreement (Goldenstone Acquisition Ltd.), Warrant Agreement (Goldenstone Acquisition Ltd.)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units Placement Units (up to a maximum of 22,500 units in the aggregate), 7,500 additional Placement Units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 per Firm Unit and Option Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, Units and the Class A Ordinary Shares, the Shares and Rights included in underlying the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold Except as disclosed in the Offering except that the Additional Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basisRegistration Statement, as described in the Prospectus, in each case so long as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There there will be no placement agent in the Additional 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 to waive its redemption rights with respect to the Additional Placement SecuritiesSecurities 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 Additional Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 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).
Appears in 2 contracts
Samples: Underwriting Agreement (JVSPAC Acquisition Corp.), Underwriting Agreement (JVSPAC Acquisition Corp.)
Additional Placement Units. Simultaneously with the Option Closing, Oriental Sponsor and Chardan shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 2.23.2 hereof) an additional number of units (up to a maximum of 22,500 15,000 units in the aggregate, of which 3,750 units will be purchased by Sponsor and up to 11,250 units will be purchased by Chardan), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 per Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, shares of Common Stock and the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares shares of Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof))Offering. There will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Private Securities. Pursuant to Rule 5110(g)(1) of FINRA’s Rules, the Additional Placement SecuritiesUnits are subject to a lock-up for a period of one hundred eighty (180) days immediately following the Effective Date of the Registration Statement or the commencement of sales in the offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Mountain Crest Acquisition Corp. III), Underwriting Agreement (Mountain Crest Acquisition Corp. III)
Additional Placement Units. Simultaneously with the Option Closing, Oriental Alphamade shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an additional number of units (up to a maximum of 22,500 38,700 units in the aggregate), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 per Unit sold to the public in the Offering is held in trust regardless of whether the over-allotment option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary SharesShares included in the Additional Placement Units, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional 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 Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Alphatime Acquisition Corp), Underwriting Agreement (Alphatime Acquisition Corp)
Additional Placement Units. Simultaneously with the Option Closing, Oriental NeoGenesis shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an additional number of units (up to a maximum of 22,500 units in the aggregate), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 per Unit sold to the public in the Offering is held in trust regardless of whether the over-allotment option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional 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 Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Newborn Acquisition Corp), Underwriting Agreement (Newborn Acquisition Corp)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental certain of the Company’s shareholders shall purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 2.23.2 hereof) an additional number of units (up to a maximum of 22,500 units in the aggregate), 30,000 units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 per Unit Class A Share sold to the public in the Offering is held in trust regardless of whether the over-allotment option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary SharesClass A Shares included in the Additional Placement Units, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), ) and the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Class A Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There Except as disclosed in the Registration Statement, there will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (UTXO Acquisition Inc.), Underwriting Agreement (UTXO Acquisition Inc.)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units (up to a maximum of 22,500 units in the aggregate), 15,000 units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 per Unit Ordinary Share sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), ) and the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon exercise of the Additional Placement Warrants and upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Registration Statement. Except as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described disclosed in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There Registration Statement, there will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Yunhong International), Underwriting Agreement (Yunhong International)
Additional Placement Units. Simultaneously with the Option Closing, Oriental Xxxx Xx shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an additional number of units (up to a maximum of 22,500 30,000 units in the aggregate), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 per Unit sold to the public in the Offering is held in trust regardless of whether the over-allotment option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional 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 Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Alberton Acquisition Corp), Underwriting Agreement (Alberton Acquisition Corp)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units (up to a maximum of 22,500 units in the aggregate), 15,000 units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 per Unit Ordinary Share sold to the public in the Offering is held in trust regardless of whether the over-allotment option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), ) and the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)Agreement). There Except as disclosed in the Registration Statement, there will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (AGBA Acquisition LTD), Underwriting Agreement (AGBA Acquisition LTD)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units Placement Units (up to a maximum of 22,500 units in the aggregate), Placement Units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 10.10 per Firm Unit and Option Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, and the Class A Ordinary Shares, the Rights, and the Warrants including in the Additional Placement Units, and the Class A Ordinary Shares underlying the Warrants and issuable upon conversion of the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold Except as disclosed in the Offering except that the Additional Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basisRegistration Statement, as described in the Prospectus, in each case so long as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There there will be no placement agent in the Additional 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 to waive its redemption rights with respect to the Additional Placement SecuritiesSecurities 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 Additional Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 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).
Appears in 2 contracts
Samples: Underwriting Agreement (Model Performance Acquisition Corp), Underwriting Agreement (Model Performance Acquisition Corp)
Additional Placement Units. Simultaneously with Immediately prior to the Option ClosingClosing Date, Oriental the Sponsor (and/or its designees) shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units Placement Units (up to a maximum of 22,500 units in the aggregate), 16,875 Placement Units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 per Firm Unit and Option Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). Each Additional Placement Unit will include one Ordinary Share, one half of one right entitling the holder to one tenth of one Ordinary Share per each whole right (the “Additional Placement Right”), and one warrant (the “Additional Placement Warrant”). Each Additional Placement Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the Effective Date, and terminating on the five year anniversary of the closing of a Business Combination. The Additional Placement Units, the Ordinary Shares, the Rights Shares included in the Additional Placement Units (Units, the “Additional Placement Warrants, the Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants Units are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold Except as disclosed in the Offering except that the Additional Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basisRegistration Statement, as described in the Prospectus, in each case so long as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There there will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee fee, underwriting discounts, commissions or expense allowance from the sale of the Placement Securities. The Subscription Agreement shall state that the Sponsor (and/or its designees) has agreed to waive its redemption rights with respect to the Additional Placement SecuritiesSecurities 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 Additional Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 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). Except in limited circumstances, none of the Additional Placement Securities may be sold, assigned or transferred by the Sponsor (and/or its designees) or their respective transferees until 30 days after consummation of the Business Combination.
Appears in 2 contracts
Samples: Underwriting Agreement (Energy Cloud I Acquisition Corp), Underwriting Agreement (Energy Cloud I Acquisition Corp)
Additional Placement Units. Simultaneously with the Option Closing, Oriental the Initial Shareholder (as hereinafter defined) and Chardan shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an additional number of units (up to a maximum of 22,500 18,000 units in the aggregate), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 per Unit sold to the public in the Offering is held in trust regardless of whether the over-allotment option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), ) and the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants or the Additional Placement Rights are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement Insider Letter (as defined in Section 2.24.1 hereof) and the Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Greenland Acquisition Corp.), Underwriting Agreement (Greenland Acquisition Corp.)
Additional Placement Units. Simultaneously with the closing of the Over-allotment Option Closingon the Option Closing Date, Oriental Sponsor shall purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 2.25.2 hereof) an additional number of units (up to a maximum of 22,500 30,000 units in the aggregate), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 per Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, shares of Common Stock and the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares shares of Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering Offering, except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 2.24 hereof)). There will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Blockchain Moon Acquisition Corp.), Underwriting Agreement (Blockchain Moon Acquisition Corp.)
Additional Placement Units. Simultaneously with the Option Closing, Oriental Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 2.23.2 hereof) an additional number of units (up to a maximum of 22,500 18,000 units in the aggregate), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 per Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, shares of Common Stock and the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares shares of Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof))Offering. There will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Private Securities. Pursuant to Rule 5110(g)(1) of FINRA’s Rules, the Additional Placement SecuritiesUnits are subject to a lock-up for a period of one hundred eighty (180) days immediately following the Effective Date of the Registration Statement or the commencement of sales in the offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Mountain Crest Acquisition Corp. V), Underwriting Agreement (Mountain Crest Acquisition Corp. V)
Additional Placement Units. Simultaneously with the closing of the Over-allotment Option Closingon the Option Closing Date, Oriental Sponsor and the Representative shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 2.25.2 hereof) an additional number of units (up to a maximum of 22,500 15,750 units in the aggregate), pro rata with aggregate in such allocation proportionate to the percentage Sponsor’s and the Representative’s respective purchases of the Over-allotment Option exercised by the RepresentativePlacement Units), so that at least $10.00 per Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary shares of Common Stock (the “Additional Placement Shares, ”) and the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares shares of Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that (i) the Additional Placement Units and their component securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities period of one hundred eighty (180) days immediately following the commencement of sales in the offering and will not be transferable, assignable or salable until after the completion of the Company’s Business Combination except to permitted transferees, and that the component securities, so long as they are held by the Sponsor, the Representative or their permitted transferees, will be entitled to registration rights (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.24 hereof) subject to the limitations in FINRA Rule 5110(g); (ii) the Additional Placement Warrants shall will be non-redeemable by the Company and may be exercised for cash or on a cashless basis, basis as described in the Prospectus, in each case case, so long as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement Agreements and the Warrant Agreement (as defined in Section 2.22 2.24 hereof); and (iii) with respect to the Additional Placement Units held by the Representative, for so long as they are held by the Representative, the Warrants underlying the Placement Units will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8)(A). There will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Arisz Acquisition Corp.), Underwriting Agreement (Arisz Acquisition Corp.)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental certain of the Company’s stockholders shall purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 2.23.2 hereof) an additional number of units (up to a maximum of 22,500 units in the aggregate), 15,000 units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 per Unit Ordinary Share sold to the public in the Offering is held in trust regardless of whether the over-allotment option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), ) and the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There Except as disclosed in the Registration Statement, there will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Tottenham Acquisition I LTD), Underwriting Agreement (Tottenham Acquisition I LTD)
Additional Placement Units. Simultaneously with the closing of the Over-allotment Option Closingon the Option Closing Date, Oriental Sponsor and Chardan shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof2.24.2) an additional number of units (up to a maximum of 22,500 26,250 units in the aggregate, of which 18,750 units will be purchased by Sponsor and up to 7,500 units will be purchased by Chardan), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 10.10 per Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Sharesshares of Common Stock, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the shares of Common Stock issuable upon conversion of the Additional Placement Rights, the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) ), and the Ordinary Shares shares of Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof))Units. There will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Private Securities. Pursuant to Rule 5110(e)(1) of FINRA’s Rules, the Additional Placement SecuritiesUnits are subject to a lock-up for a period of one hundred eighty (180) days immediately following the Effective Date of the Registration Statement or the commencement of sales in the offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Additionally, the Additional Placement Warrants purchased by Chardan will not be exercisable or convertible more than five years from the commencement of sales of the Offering in compliance with FINRA Rule 5110(g)(8)(A).
Appears in 1 contract
Additional Placement Units. Simultaneously with the closing of the Over-allotment Option Closingon the Option Closing Date, Oriental the Private Investor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units (up to a maximum of 22,500 [●] units in the aggregate), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 per Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, shares of Common Stock and the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares shares of Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering Offering, except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (each as defined in Section 2.22 hereofbelow)). There will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 1 contract
Additional Placement Units. Simultaneously with the closing of the Over-allotment Option Closingon the Closing Date or Option Closing Date, Oriental as the case may be, the Sponsor and Chardan shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreements, an additional number of units (up to a maximum of 22,500 52,500 units in the aggregate), pro rata with the percentage of the Over-allotment Option exercised which up to 37,500 units will be purchased by the RepresentativeSponsor and up to 15,000 units will be purchased by Chardan, so that at least $10.00 10.10 per Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Sharesshares of Common Stock included in the Additional Placement Units, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares shares of Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering Offering, except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)Agreement). There will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities. The Representative acknowledges and agrees that the Placement Units, the Additional Placement Units (and any underlying securities) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the such securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.
Appears in 1 contract
Samples: Underwriting Agreement (Redwoods Acquisition Corp.)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units Placement Units (up to a maximum of 22,500 units in the aggregate), 530,275 Placement Units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 10.15 per Firm Unit and Option Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares Class A Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants Units are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold Except as disclosed in the Offering except that the Additional Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basisRegistration Statement, as described in the Prospectus, in each case so long as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There there will be no placement agent in the Additional 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 to waive its redemption rights with respect to the Additional Placement SecuritiesSecurities 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 Additional Placement Securities if the Company fails to complete the initial Business Combination within twelve (12) months from the closing of the Offering (or fifteen (15) months or up to twenty-one (21) months if the Company chooses to extend such period, as described in more detail in this Prospectus).
Appears in 1 contract
Samples: Underwriting Agreement (Liberty Resources Acquisition Corp.)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental certain of the Company’s shareholders shall purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.24.2 2.23.2 hereof) an additional number of units (up to a maximum of 22,500 units in the aggregate), 49,500 units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 per Unit Class A Share sold to the public in the Offering is held in trust regardless of whether the over-allotment option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary SharesClass A Shares included in the Additional Placement Units, the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”), the Class A Shares underlying the Additional Placement Warrants, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Class A Shares issuable upon conversion of underlying the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis, Offering. Except as described disclosed in the ProspectusRegistration Statement, in each case so long as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There there will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 1 contract
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units (up to a maximum of 22,500 units in the aggregate), 26,250 units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 10.10 per Unit Common Stock sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary SharesCommon Stock, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), ) and the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares Common Stock issuable upon exercise of the Additional Placement Warrants and upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Registration Statement. Except as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described disclosed in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There Registration Statement, there will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 1 contract
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units Placement Units (up to a maximum of 22,500 units in the aggregate), 31,000 Placement Units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 per Firm Unit and Option Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Class A Ordinary SharesShares and the Rights, included in the Additional Placement Units, and the Class A Ordinary Shares underlying the Rights and issuable upon conversion of the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold Except as disclosed in the Offering except that the Additional Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basisRegistration Statement, as described in the Prospectus, in each case so long as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There there will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities. The Public Securities, the Founder Shares, the Placement Securities, the Additional Placement Securities are hereinafter referred to collectively as the “Securities.”
Appears in 1 contract
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units (up to a maximum of 22,500 units in the aggregate), 18,000 units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 per Unit Ordinary Share sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), ) and the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon exercise of the Additional Placement Warrants and upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Registration Statement. Except as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described disclosed in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There Registration Statement, there will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 1 contract
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units (up to a maximum of 22,500 units in the aggregate), 15,000 units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 per Unit Ordinary Share sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), and the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the [Subscription Agreement Agreement] and the Warrant Agreement (as defined in Section 2.22 hereof)Agreement). There Except as disclosed in the Registration Statement, there will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 1 contract
Additional Placement Units. Simultaneously with the Option Closing, Oriental Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 2.23.2 hereof) an additional number of units (up to a maximum of 22,500 15,000 units in the aggregate), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 per Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, shares of Common Stock and the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares shares of Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof))Offering. There will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Private Securities. Pursuant to Rule 5110(g)(1) of FINRA’s Rules, the Additional Placement SecuritiesUnits are subject to a lock-up for a period of one hundred eighty (180) days immediately following the Effective Date of the Registration Statement or the commencement of sales in the offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities.
Appears in 1 contract
Samples: Underwriting Agreement (Mountain Crest Acquisition Corp. V)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units Placement Units (up to a maximum of 22,500 units in the aggregate), 530,275 Placement Units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 10.15 per Firm Unit and Option Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares Class A Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants Units are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold Except as disclosed in the Offering except that the Additional Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basisRegistration Statement, as described in the Prospectus, in each case so long as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There there will be no placement agent in the Additional 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 to waive its redemption rights with respect to the Additional Placement SecuritiesSecurities 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 Additional Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or 15 months or up to 21 months if the Company chooses to extend such period, as described in more detail in this Prospectus).
Appears in 1 contract
Samples: Underwriting Agreement (Liberty Resources Acquisition Corp.)
Additional Placement Units. Simultaneously with the closing of the Over-allotment Option Closingon the Option Closing Date, Oriental the Private Investor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units (up to a maximum of 22,500 52,500 units in the aggregate), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 per Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, shares of Common Stock and the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares shares of Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering Offering, except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (each as defined in Section 2.22 hereofbelow)). There will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 1 contract
Additional Placement Units. Simultaneously with the closing of the Over-allotment Option Closingon the Option Closing Date, Oriental Sponsor and Chardan shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 2.23.2 hereof) an additional number of units (up to a maximum of 22,500 26,250 units in the aggregate, of which 18,750 units will be purchased by Sponsor and up to 7,500 units will be purchased by Chardan), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 10.10 per Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, shares of Common Stock and the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares shares of Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof))Offering. There will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Private Securities. Pursuant to Rule 5110(g)(1) of FINRA’s Rules, the Additional Placement SecuritiesUnits are subject to a lock-up for a period of one hundred eighty (180) days immediately following the Effective Date of the Registration Statement or the commencement of sales in the offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities.
Appears in 1 contract
Samples: Underwriting Agreement (Pacifico Acquisition Corp.)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units (up to a maximum of 22,500 units in the aggregate), 15,000 units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 per Unit Ordinary Share sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), ) and the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the [Subscription Agreement Agreement] and the Warrant Agreement (as defined in Section 2.22 hereof)Agreement). There Except as disclosed in the Registration Statement, there will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 1 contract
Additional Placement Units. Simultaneously with the closing of the Over-allotment Option Closingon the Option Closing Date, Oriental Sponsor and Chardan shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 2.23.2 hereof) an additional number of units (up to a maximum of 22,500 26,250 units in the aggregate, of which 18,750 units will be purchased by Sponsor and up to 7,500 units will be purchased by Chardan), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 10.10 per Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, shares of Common Stock and the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares shares of Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof))Offering. There will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Private Securities. Pursuant to Rule 5110(e)(1) of FINRA’s Rules, the Additional Placement SecuritiesUnits are subject to a lock-up for a period of one hundred eighty (180) days immediately following the Effective Date of the Registration Statement or the commencement of sales in the offering, and, for a one year period (including the foregoing one hundred eighty (180) day period) following the Effective Date, may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities.
Appears in 1 contract
Samples: Underwriting Agreement (Pacifico Acquisition Corp.)
Additional Placement Units. Simultaneously with Immediately prior to the Option ClosingClosing Date, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units Placement Units (up to a maximum of 22,500 units in the aggregate), 75,000 Placement Units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 10.10 per Firm Unit and Option Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, and the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), Class A Common Stock and the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) Units, and the Ordinary Shares issuable upon conversion of Class A Common Stock underlying the Warrants included in the Additional Placement Rights and exercise of the Additional Placement Warrants Units, are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional 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 Additional 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 to waive its redemption rights with respect to the Additional Placement SecuritiesSecurities 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 Additional Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 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).
Appears in 1 contract
Samples: Underwriting Agreement (Canna-Global Acquisition Corp)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units (up to a maximum of 22,500 units in the aggregate), 15,000 units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 per Unit Ordinary Share sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), ) and the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)Agreement). There Except as disclosed in the Registration Statement, there will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 1 contract
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units Placement Units (up to a maximum of 22,500 units in the aggregate), 61,875 Placement Units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 10.30 per Firm Unit and Option Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights Common Stock and Warrants included in the Additional Placement Units (and the “Additional Placement Rights”), shares of Common Stock issuable upon exercise of the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional 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 Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities. The Subscription Agreement shall state that the Sponsor has agreed to waive its redemption rights with respect to the Additional 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 Additional Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 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).
Appears in 1 contract
Samples: Underwriting Agreement (Zi Toprun Acquisition Corp.)
Additional Placement Units. Simultaneously with the closing of the Over-allotment Option Closingon the Closing Date or Option Closing Date, Oriental as the case may be, the Sponsor and Chardan shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreements, an additional number of units (up to a maximum of 22,500 52,500 units in the aggregate), pro rata with the percentage of the Over-allotment Option exercised which up to 37,500 units will be purchased by the RepresentativeSponsor and up to 15,000 units will be purchased by Chardan, so that at least $10.00 10.10 per Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Sharesshares of Common Stock included in the Additional Placement Units, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares shares of Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering Offering, except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement Agreements and the Warrant Agreement (as defined in Section 2.22 hereof)Agreement). There will be no placement agent in the Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.. The Representative acknowledges and agrees that the Placement Units, the Additional Placement Units (and any underlying securities) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the such securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period..
Appears in 1 contract
Samples: Underwriting Agreement (Redwoods Acquisition Corp.)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units Placement Units (up to a maximum of 22,500 units in the aggregate), 472,775 Placement Units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 10.10 per Firm Unit and Option Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares Class A Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants Units are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold Except as disclosed in the Offering except that the Additional Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basisRegistration Statement, as described in the Prospectus, in each case so long as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There there will be no placement agent in the Additional 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 to waive its redemption rights with respect to the Additional Placement SecuritiesSecurities 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 Additional Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or 15 months or up to 21 months if the Company chooses to extend such period, as described in more detail in this Prospectus).
Appears in 1 contract
Samples: Underwriting Agreement (Liberty Resources Acquisition Corp.)
Additional Placement Units. Simultaneously with Immediately prior to the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) Agreement an additional number of units Placement Units (up to a maximum of 22,500 units in the aggregate), 15,000 Placement Units) pro rata with the percentage amount of the Over-allotment Option exercised by the Representative, Representative so that at least $10.00 per Firm Unit and Option Unit sold to the public in the Offering is held in trust regardless of whether the overOver-allotment option Option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, and the Class A Ordinary Shares, the Rights, and the Warrants including in the Additional Placement Units, and the Class A Ordinary Shares underlying the Warrants and issuable upon conversion of the Rights included in the Additional Placement Units (the “Additional Placement Rights”), the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”) and the Ordinary Shares issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold Except as disclosed in the Offering except that the Additional Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basisRegistration Statement, as described in the Prospectus, in each case so long as the Additional Placement Warrants continue to be held by the initial purchasers of the Additional Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There there will be no placement agent in the Additional 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 to waive its redemption rights with respect to the Additional Placement SecuritiesSecurities 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 Additional Placement Securities if the Company fails to complete the initial Business Combination within 18 months from the closing of the Offering (or up to 24 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).
Appears in 1 contract
Samples: Underwriting Agreement (Model Performance Acquisition Corp)
Additional Placement Units. Simultaneously with the Option Closing, Oriental the Sponsor shall purchase from the Company pursuant to the Subscription Agreements Private Placement Agreement (as defined in Section 2.24.2 2.23.2 hereof) an additional number of units (up to a maximum of 22,500 36,000 units in the aggregate), pro rata with the percentage of the Over-allotment Option exercised by the Representative, so that at least $10.00 per Unit sold to the public in the Offering is held in trust regardless of whether the over-allotment option is exercised in full or part (the “Additional Placement Units”), at a purchase price of $10.00 per Additional Placement Unit in a private placement (the “Additional Private Placement”). The Additional Placement Units, the Ordinary Shares, the Rights included in the Additional Placement Units (the “Additional Placement Rights”)Common Stock, the Warrants included in the Additional Placement Units (the “Additional Placement Warrants”), the Rights included in the Additional Placement Units (the Additional Placement Rights) and the Ordinary Shares Common Stock issuable upon conversion of the Additional Placement Rights and exercise of the Additional Placement Warrants and with respect to the Additional Placement Rights are hereinafter referred to collectively as the “Additional Placement Securities.” Each Additional Placement Unit shall be identical to the Units sold in the Offering except that the Additional 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 Additional Placement Warrants continue to be held by the initial purchasers of the Additional 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 Additional Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Additional Placement Securities.
Appears in 1 contract