Additional Placement Units. Simultaneously with the Option Closing, Sponsor and Chardan shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof) an additional number of units (up to a maximum of 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), 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 shares of Common Stock and the Rights included in the Additional Placement Units (the “Additional Placement Rights”) and the shares of Common Stock issuable upon conversion of 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. 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 Units 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.
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Samples: Underwriting Agreement (Mountain Crest Acquisition Corp. III), Underwriting Agreement (Mountain Crest Acquisition Corp. III)
Additional Placement Units. Simultaneously with the closing of the Over-allotment Option Closingon the Option Closing Date, Sponsor and Chardan shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof) an additional number of units (up to a maximum of 15,000 26,250 units in the aggregate, of which 3,750 18,750 units will be purchased by Sponsor and up to 11,250 7,500 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 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 shares of Common Stock and the Rights included in the Additional Placement Units (the “Additional Placement Rights”) and the shares of Common Stock issuable upon conversion of 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. 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)(15110(e)(1) of FINRA’s Rules, the Additional Placement Units 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 the closing of the Over-allotment Option Closingon the Option Closing Date, Sponsor and Chardan shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof) an additional number of units (up to a maximum of 15,000 26,250 units in the aggregate, of which 3,750 18,750 units will be purchased by Sponsor and up to 11,250 7,500 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 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 shares of Common Stock and the Rights included in the Additional Placement Units (the “Additional Placement Rights”) and the shares of Common Stock issuable upon conversion of 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. 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 Units 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 the Option Closing, Sponsor and Chardan shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof) an additional number of units (up to a maximum of 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), 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 shares of Common Stock and the Rights included in the Additional Placement Units (the “Additional Placement Rights”) and the shares of Common Stock issuable upon conversion of 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. 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 Units 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)