Common use of Firm Unit Clause in Contracts

Firm Unit. Each Firm Unit consists of two shares of the Company’s ordinary shares, par value $.0001 per share (the “Ordinary Shares”), and one warrant to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and the Warrants included in the Firm Units will not be separately transferable until the 90th day after the date of the prospectus relating to the Offering, unless Broadband determines that an earlier date is acceptable, in both instances subject to the Company having filed the Report of Foreign Private Issuer on Form 6-K and having issued a press release announcing when such separate trading will begin. In no event will the Ordinary Shares and Warrants be traded separately until the Company has filed a Report of Foreign Private Issuer on Form 6-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet reflecting its receipt of the gross proceeds of the Offering. The Company will file the Report of Foreign Private Issuer on Form 6-K promptly upon the consummation of the Offering, which is anticipated to take place within four business days from the date of the Prospectus. If the Over-Allotment Option (as herein defined) is exercised following the initial filing of such Report of Foreign Private Issuer on Form 6-K, a second or amended Report of Foreign Private Issuer on Form 6-K will be filed to provide updated financial information to reflect the exercise of the Over-Allotment Option. Each Warrant entitles its holder to purchase one Ordinary Share for $6.00 per share during the period commencing on the later of: (i) the consummation by the Company of a Business Combination (as defined below) or (ii) one year from the effective date (the “Effective Date”) of the Registration Statement (as defined below) and terminating on the four-year anniversary of the Effective Date. As used herein, the term “Business Combination” shall have the same meaning as set forth in the Registration Statement. The Company has the right to redeem the Warrants, in whole but not in part, upon not less than thirty (30) days’ written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; provided, however, that (i) the last sale price of the Ordinary Shares has been at least $14.25 for any twenty (20) trading days within a thirty (30) trading day period ending on the third Business Day prior to the day on which notice is given and (ii) an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants is current and available throughout the 30-day notice of redemption period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Appears in 2 contracts

Samples: Underwriting Agreement (Korea Milestone Acquisition CORP), Underwriting Agreement (Korea Milestone Acquisition CORP)

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Firm Unit. Each Firm Unit consists of two shares one (1) share of the Company’s ordinary shares, par value $.0001 per share common stock (the Ordinary SharesCommon Stock”), and one redeemable warrant to purchase one Ordinary Share (the “Warrant(s)”), each Warrant to purchase one share of Common Stock). The Ordinary Shares Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) is declared effective by the Commission (as defined below) (the “Effective Date”) or the announcement by the Company of the prospectus relating Representative’s decision to the Offeringallow earlier trading, unless Broadband determines that an earlier date is acceptablesubject, in both instances subject however, to the Company having filed the filing a Current Report of Foreign Private Issuer on Form 68-K (“Form 8-K”) with the Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and having issued issuing a press release announcing when such separate trading will begin. In no event will the Ordinary Shares and Warrants be traded separately Company allow separate trading until (i) the Company has filed a Report preparation of Foreign Private Issuer on Form 6-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet reflecting its receipt of the gross Company reflecting receipt by the Company of the proceeds of the Offering. The Company will file Offering and the Report filing of Foreign Private Issuer on Form 6-K promptly upon such audited balance sheet with the consummation of the Offering, which is anticipated to take place within four business days from the date of the Prospectus. If the Over-Allotment Option Commission (as herein defined) is exercised following the initial filing of such Report of Foreign Private Issuer on a Form 6-K, a second or amended Report of Foreign Private Issuer on Form 68-K will be filed to provide updated financial information to reflect or similar form by the exercise Company which includes such balance sheet and (ii) the issuance of the Over-Allotment Optiona press release announcing when such separate trading shall begin. Each Warrant entitles its the holder to purchase one Ordinary Share for share of Common Stock at a price of $6.00 11.50 per share during the period commencing on the later of: (i) date that is the consummation by 30th day after the Company closing of a Business Combination (as defined below) or (ii) one year from the effective date (the “Effective Date”) of the Registration Statement (as defined below) and terminating on the four-five (5) year anniversary of the Effective Date. As used herein, the term “closing of a Business Combination” shall have the same meaning as set forth in the Registration Statement. The Company has the right to redeem the Warrants, in whole but not in partwith the prior consent of the Representative, upon not less than thirty (30) days’ days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; provided, however, that (i) so long as the last sale sales price of the Ordinary Shares Common Stock has been at least $14.25 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given and (ii) an effective given, provided that there is a current registration statement covering in effect with respect to the Ordinary Shares issuable upon exercise shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the Warrants is current and available throughout the thirty (30-) day notice period and continuing each day thereafter until the date of redemption period(“Force-Call Redemption”). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for businessuse by customers on such day.

Appears in 2 contracts

Samples: Underwriting Agreement (Abri SPAC I, Inc.), Underwriting Agreement (Abri SPAC I, Inc.)

Firm Unit. Each Firm Unit consists of two shares one (1) share of the Company’s ordinary shares, par value $.0001 per share common stock (the Ordinary SharesCommon Stock”), and one redeemable warrant to purchase one Ordinary Share (the “Warrant(s)”), each Warrant to purchase three quarters of a share of Common Stock). The Ordinary Shares Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) is declared effective by the Commission (as defined below) (the “Effective Date”) or the announcement by the Company of the prospectus relating Representative’s decision to the Offeringallow earlier trading, unless Broadband determines that an earlier date is acceptablesubject, in both instances subject however, to the Company having filed the filing a Current Report of Foreign Private Issuer on Form 68-K (“Form 8-K”) with the Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and having issued issuing a press release announcing when such separate trading will begin. In no event will the Ordinary Shares and Warrants be traded separately Company allow separate trading until (i) the Company has filed a Report preparation of Foreign Private Issuer on Form 6-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet reflecting its receipt of the gross Company reflecting receipt by the Company of the proceeds of the Offering. The Company will file Offering and the Report filing of Foreign Private Issuer on Form 6-K promptly upon such audited balance sheet with the consummation of the Offering, which is anticipated to take place within four business days from the date of the Prospectus. If the Over-Allotment Option Commission (as herein defined) is exercised following the initial filing of such Report of Foreign Private Issuer on a Form 6-K, a second or amended Report of Foreign Private Issuer on Form 68-K will be filed to provide updated financial information to reflect or similar form by the exercise Company which includes such balance sheet and (ii) the issuance of the Over-Allotment Optiona press release announcing when such separate trading shall begin. Each Warrant entitles its the holder to purchase three quarters (3/4) of one Ordinary Share for share of Common Stock at a price of $6.00 11.50 per full share during the period commencing on the later of: (i) date that is the consummation by 30th day after the Company closing of a Business Combination (as defined below) or (ii) one year from the effective date (the “Effective Date”) of the Registration Statement (as defined below) and terminating on the four-five (5) year anniversary of the Effective Date. As used herein, the term “closing of a Business Combination” shall have the same meaning as set forth in the Registration Statement. The Company has the right to redeem the Warrants, in whole but not in partwith the prior consent of the Representative, upon not less than thirty (30) days’ days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; provided, however, that (i) so long as the last sale sales price of the Ordinary Shares Common Stock has been at least $14.25 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given and (ii) an effective given, provided that there is a current registration statement covering in effect with respect to the Ordinary Shares issuable upon exercise shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the Warrants is current and available throughout thirty (30) day 1 Plus an option to purchase from the 30Company up to 1,500,000 additional Units to cover over-day notice of redemption period. As used hereinallotments, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for businessif any.

Appears in 1 contract

Samples: Underwriting Agreement (Achari Ventures Holdings Corp. I)

Firm Unit. Each Firm Unit consists of two shares one (1) share of the Company’s ordinary shares, par value $.0001 per share common stock (the Ordinary SharesCommon Stock”), and one redeemable warrant to purchase one Ordinary Share (the “Warrant(s)”), each Warrant to purchase three quarters of a share of Common Stock). The Ordinary Shares Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) is declared effective by the Commission (as defined below) (the “Effective Date”) or the announcement by the Company of the prospectus relating Representative’s decision to the Offeringallow earlier trading, unless Broadband determines that an earlier date is acceptablesubject, in both instances subject however, to the Company having filed the filing a Current Report of Foreign Private Issuer on Form 68-K (“Form 8-K”) with the Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and having issued issuing a press release announcing when such separate trading will begin. In no event will the Ordinary Shares and Warrants be traded separately Company allow separate trading until (i) the Company has filed a Report preparation of Foreign Private Issuer on Form 6-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet reflecting its receipt of the gross Company reflecting receipt by the Company of the proceeds of the Offering. The Company will file Offering and the Report filing of Foreign Private Issuer on Form 6-K promptly upon such audited balance sheet with the consummation of the Offering, which is anticipated to take place within four business days from the date of the Prospectus. If the Over-Allotment Option Commission (as herein defined) is exercised following the initial filing of such Report of Foreign Private Issuer on a Form 6-K, a second or amended Report of Foreign Private Issuer on Form 68-K will be filed to provide updated financial information to reflect or similar form by the exercise Company which includes such balance sheet and (ii) the issuance of the Over-Allotment Optiona press release announcing when such separate trading shall begin. Each Warrant entitles its the holder to purchase three quarters (3/4) of one Ordinary Share for share of Common Stock at a price of $6.00 11.50 per full share during the period commencing on the later of: (i) date that is the consummation by 30th day after the Company closing of a Business Combination (as defined below) or (ii) one year from the effective date (the “Effective Date”) of the Registration Statement (as defined below) and terminating on the four-five (5) year anniversary of the Effective Date. As used herein, the term “closing of a Business Combination” shall have the same meaning as set forth in the Registration Statement. The Company has the right to redeem the Warrants, in whole but not in partwith the prior consent of the Representative, upon not less than thirty (30) days’ days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; provided, however, that (i) so long as the last sale sales price of the Ordinary Shares Common Stock has been at least $14.25 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given and (ii) an effective given, provided that there is a current registration statement covering in effect with respect to the Ordinary Shares issuable upon exercise shares of Common Stock 1 Plus an option to purchase from the Warrants is current and available throughout the 30Company up to 1,500,000 additional Units to cover over-day notice of redemption periodallotments, if any. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.27787721v.1

Appears in 1 contract

Samples: Underwriting Agreement (Achari Ventures Holdings Corp. I)

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Firm Unit. Each Firm Unit consists of two shares of the Company’s ordinary shares, par value $.0001 per share (the “Ordinary Shares”), and one warrant to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and the Warrants included in the Firm Units will not be separately transferable until the 90th day after the date of the prospectus relating to the Offering, unless Broadband determines that an earlier date is acceptable, in both instances subject to the Company having filed the Report of Foreign Private Issuer on Form 6-K and having issued a press release announcing when such separate trading will begin. In no event will the Ordinary Shares and Warrants be traded separately until the Company has filed a Report of Foreign Private Issuer on Form 6-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet reflecting its receipt of the gross proceeds of the Offering. The Company will file the Report of Foreign Private Issuer on Form 6-K promptly upon the consummation of the Offering, which is anticipated to take place within four business days from the date of the Prospectus. If the Over-Allotment Option (as herein defined) is exercised following the initial filing of such Report of Foreign Private Issuer on Form 6-K, a second or amended Report of Foreign Private Issuer on Form 6-K will be filed to provide updated financial information to reflect the exercise of the Over-Allotment Option. Each Warrant entitles its holder to purchase one Ordinary Share for $6.00 per share during the period commencing on the later of: (i) the consummation by the Company of a Business Combination (as defined below) or (ii) one year from the effective date (the “Effective Date”) of the Registration Statement (as defined below) and terminating on the four-year anniversary of the Effective Date. As used herein, the term “Business Combination” shall have the same meaning as set forth in the Registration Statement. The Company has the right to redeem the Warrants, in whole but not in part, upon not less than thirty (30) days’ written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; provided, however, that (i) the last sale price of the Ordinary Shares has been at least $14.25 for any twenty (20) trading days within a thirty (30) trading day period ending on the third Business Day prior to the day on which notice is given and (ii) an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants is current and available throughout the 30-day notice of redemption period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.. Broadband Capital Management LLC _________ __, 2008

Appears in 1 contract

Samples: Underwriting Agreement (Korea Milestone Acquisition CORP)

Firm Unit. Each Firm Unit consists of two shares one (1) share of the Company’s ordinary shares, par value $.0001 per share common stock (the Ordinary SharesCommon Stock”), and one redeemable warrant to purchase one Ordinary Share (the “Warrant(s)”), each Warrant to purchase one share of Common Stock) and one right (“Right(s)”) to acquire one-tenth (1/10th) of one share of Common Stock. The Ordinary Shares Common Stock, Warrants and the Warrants Rights included in the Firm Units will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) is declared effective by the Commission (as defined below) (the “Effective Date”) or the announcement by the Company of the prospectus relating Representative’s decision to the Offeringallow earlier trading, unless Broadband determines that an earlier date is acceptablesubject, in both instances subject however, to the Company having filed the filing a Current Report of Foreign Private Issuer on Form 68-K (“Form 8-K”) with the Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and having issued issuing a press release announcing when such separate trading will begin. In no event will the Ordinary Shares and Warrants be traded separately Company allow separate trading until (i) the Company has filed a Report preparation of Foreign Private Issuer on Form 6-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet reflecting its receipt of the gross Company reflecting receipt by the Company of the proceeds of the Offering. The Company will file Offering and the Report filing of Foreign Private Issuer on Form 6-K promptly upon such audited balance sheet with the consummation of the Offering, which is anticipated to take place within four business days from the date of the Prospectus. If the Over-Allotment Option Commission (as herein defined) is exercised following the initial filing of such Report of Foreign Private Issuer on a Form 6-K, a second or amended Report of Foreign Private Issuer on Form 68-K will be filed to provide updated financial information to reflect or similar form by the exercise Company which includes such balance sheet and (ii) the issuance of the Over-Allotment Optiona press release announcing when such separate trading shall begin. Each Warrant entitles its the holder to purchase one Ordinary Share for share of Common Stock at a price of $6.00 11.50 per share during the period commencing on the later of: (i) date that is the consummation by 30th day after the Company closing of a Business Combination (as defined below) or (ii) one year from the effective date (the “Effective Date”) of the Registration Statement (as defined below) and terminating on the four-five (5) year anniversary of the Effective Date. As used herein, the term “closing of a Business Combination” shall have the same meaning as set forth in the Registration Statement. The Company has the right to redeem the Warrants, in whole but not in partwith the prior consent of the Representative, upon not less than thirty (30) days’ days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; provided, however, that (i) so long as the last sale sales price of the Ordinary Shares Common Stock has been at least $14.25 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given and (ii) an effective given, provided that there is a current registration statement covering in effect with respect to the Ordinary Shares issuable upon exercise shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the Warrants is current and available throughout the thirty (30-) day notice period and continuing each day thereafter until the date of redemption period(“Force-Call Redemption”). Each Right shall entitle the holder thereof to receive one-tenth (1/10th) of one share of common stock upon the consummation of a Business Combination. As used herein, the term “Business Combination” shall mean any merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses by the Company and any investments or other financing concurrently with, or otherwise in connection with, such business. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for businessuse by customers on such day.

Appears in 1 contract

Samples: Underwriting Agreement (Abri SPAC 2, Inc.)

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