Common use of Firm Unit Clause in Contracts

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s common stock (“Common Stock”), and one redeemable warrant (the “Warrant(s)”), each Warrant to purchase one share of Common Stock). The Common Stock and 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 Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-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 issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share during the period commencing on the date that is the 30th day after the closing of a Business Combination (as defined below) and terminating on the five (5) year anniversary of the closing of a Business Combination. The Company has the right to redeem the Warrants, with the prior consent of the Representative, 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; so long as the last sales price of the Common Stock has been at least $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, provided that there is a current registration statement in effect with respect to the 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 thirty (30) day notice period and continuing each day thereafter until the date of redemption (“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 use by customers on such day.

Appears in 2 contracts

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

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Firm Unit. Each Firm Unit consists of one (1) share two shares of the Company’s common stock ordinary shares, par value $.0001 per share (the Common StockOrdinary Shares”), and one redeemable warrant to purchase one Ordinary Share (the “Warrant(s)”), each Warrant to purchase one share of Common Stock). The Common Stock Ordinary Shares 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 Representative’s decision prospectus relating to allow the Offering, unless Broadband determines that an earlier tradingdate is acceptable, subject, however, in both instances subject to the Company filing a Current having filed the Report of Foreign Private Issuer on Form 86-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 issuing 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 allow separate trading until has filed a Report of Foreign Private Issuer on Form 6-K with the Securities and Exchange Commission (ithe “Commission”) the preparation of containing an audited balance sheet reflecting its receipt of the Company reflecting receipt by the Company of the gross proceeds of the Offering and Offering. The Company will file the filing Report of such audited balance sheet with Foreign Private Issuer on Form 6-K promptly upon the Commission 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 86-K or similar form by will be filed to provide updated financial information to reflect the Company which includes such balance sheet and (ii) exercise of the issuance of a press release announcing when such separate trading shall beginOver-Allotment Option. Each Warrant entitles the its holder to purchase one share of Common Stock at a price of Ordinary Share for $11.50 6.00 per share during the period commencing on the date that is later of: (i) the 30th day after consummation by the closing 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 five (5) four-year anniversary of the closing of a 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, with the prior consent of the Representativein whole but not in part, 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; so long as provided, however, that (i) the last sales sale price of the Common Stock Ordinary Shares has been at least $16.50 per share 14.25 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, provided that there is a current given and (ii) an effective registration statement in effect with respect to covering the 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 Ordinary Shares issuable upon exercise of the thirty (Warrants is current and available throughout the 30) -day notice period and continuing each day thereafter until the date of redemption (“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 Companyperiod. 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 use by customers on such daybusiness.

Appears in 2 contracts

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

Firm Unit. Each Firm Unit consists of one (1) share Class A ordinary share, par value $0.0001 per share, of the Company’s common stock Company (“Common StockOrdinary Share), ) and one half of one redeemable warrant (the “Warrant(s)”), each whole Warrant entitling the holder thereof to purchase one share of Common Stock)Ordinary Share. The Common Stock Ordinary Shares and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) is declared becomes effective by the Commission (as defined below) (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the Firm Units and only whole Warrants will trade or be exercisable. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder to purchase one share of Common Stock Ordinary Share at a price of $11.50 per share during the period commencing on the date that is the 30th day 30 days after the closing completion of a Business Combination (as defined below) ), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. The Company has the right to redeem the Warrants, with the prior consent of the Representative, Warrants 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; so long as the last sales price of the Common Stock Ordinary Shares has been at least $16.50 18.00 per share for any twenty (20) trading days within a thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third (3rd) Business Day prior to the day on which notice is given, provided that there is a current registration statement in effect with respect to the 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 thirty (30) day notice period and continuing each day thereafter until the date of redemption given (“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 means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, national commercial 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 any other similar orders or restrictions of or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of national commercial banks in New York, The City of New York are generally are open for use by customers on such day.

Appears in 2 contracts

Samples: Underwriting Agreement (Atlas Growth Acquisition LTD), Underwriting Agreement (Atlas Growth Acquisition LTD)

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s common stock (“Common Stock”), and one redeemable warrant (the “Warrant(s)”), each Warrant to purchase one three quarters of a share of Common Stock). The Common Stock and 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 Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-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 issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase three quarters (3/4) of one share of Common Stock at a price of $11.50 per full share during the period commencing on the date that is the 30th day after the closing of a Business Combination (as defined below) and terminating on the five (5) year anniversary of the closing of a Business Combination. The Company has the right to redeem the Warrants, with the prior consent of the Representative, 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; so long as the last sales price of the Common Stock has been at least $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, provided that there is a current registration statement in effect with respect to the 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 thirty (30) day notice period and continuing each day thereafter until 1 Plus an option to purchase from the date of redemption (“ForceCompany up to 1,500,000 additional Units to cover over-Call Redemption”). As used hereinallotments, 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 use by customers on such dayif any.

Appears in 1 contract

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

Firm Unit. Each Firm Unit consists of one (1) share two shares of the Company’s common stock ordinary shares, par value $.0001 per share (the Common StockOrdinary Shares”), and one redeemable warrant to purchase one Ordinary Share (the “Warrant(s)”), each Warrant to purchase one share of Common Stock). The Common Stock Ordinary Shares 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 Representative’s decision prospectus relating to allow the Offering, unless Broadband determines that an earlier tradingdate is acceptable, subject, however, in both instances subject to the Company filing a Current having filed the Report of Foreign Private Issuer on Form 86-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 issuing 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 allow separate trading until has filed a Report of Foreign Private Issuer on Form 6-K with the Securities and Exchange Commission (ithe “Commission”) the preparation of containing an audited balance sheet reflecting its receipt of the Company reflecting receipt by the Company of the gross proceeds of the Offering and Offering. The Company will file the filing Report of such audited balance sheet with Foreign Private Issuer on Form 6-K promptly upon the Commission 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 86-K or similar form by will be filed to provide updated financial information to reflect the Company which includes such balance sheet and (ii) exercise of the issuance of a press release announcing when such separate trading shall beginOver-Allotment Option. Each Warrant entitles the its holder to purchase one share of Common Stock at a price of Ordinary Share for $11.50 6.00 per share during the period commencing on the date that is later of: (i) the 30th day after consummation by the closing 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 five (5) four-year anniversary of the closing of a 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, with the prior consent of the Representativein whole but not in part, 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; so long as provided, however, that (i) the last sales sale price of the Common Stock Ordinary Shares has been at least $16.50 per share 14.25 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, provided that there is a current given and (ii) an effective registration statement in effect with respect to covering the 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 Ordinary Shares issuable upon exercise of the thirty (Warrants is current and available throughout the 30) -day notice period and continuing each day thereafter until the date of redemption (“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 Companyperiod. 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 use by customers on such day.business. _________ __, 2008

Appears in 1 contract

Samples: Underwriting Agreement (Korea Milestone Acquisition CORP)

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Firm Unit. Each Firm Unit consists of one (1) share of the Company’s common stock (“Common Stock”), and one redeemable warrant (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 Common Stock Stock, Warrants and 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 Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-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 issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share during the period commencing on the date that is the 30th day after the closing of a Business Combination (as defined below) and terminating on the five (5) year anniversary of the closing of a Business Combination. The Company has the right to redeem the Warrants, with the prior consent of the Representative, 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; so long as the last sales price of the Common Stock has been at least $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, provided that there is a current registration statement in effect with respect to the 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 thirty (30) day notice period and continuing each day thereafter until the date of redemption (“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 acquisition by share merger, stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all stock purchase, reorganization 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 CompanyCompany 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 use by customers on such day.

Appears in 1 contract

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

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s common stock (“Common Stock”), and one redeemable warrant (the “Warrant(s)”), each Warrant to purchase one three quarters of a share of Common Stock). The Common Stock and 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 Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-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 issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase three quarters (3/4) of one share of Common Stock at a price of $11.50 per full share during the period commencing on the date that is the 30th day after the closing of a Business Combination (as defined below) and terminating on the five (5) year anniversary of the closing of a Business Combination. The Company has the right to redeem the Warrants, with the prior consent of the Representative, 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; so long as the last sales price of the Common Stock has been at least $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, provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during 1 Plus an option to purchase from the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period and continuing each day thereafter until the date of redemption (“ForceCompany up to 1,500,000 additional Units to cover over-Call Redemption”)allotments, if any. 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 use by customers on such day.27787721v.1

Appears in 1 contract

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

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