per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share (“Ordinary Share”), $0.0001 par value, of the Company (“Public Share”), and one-half of one redeemable warrant (the “Warrants”). The Ordinary Shares and the Warrants included in the Firm Units will trade separately on the fifty-second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty (30) days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”), or earlier upon redemption or liquidation.
Appears in 2 contracts
Samples: Underwriting Agreement (Melar Acquisition Corp. I/Cayman), Underwriting Agreement (Melar Acquisition Corp. I/Cayman)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share (“Ordinary Share”)share, $0.0001 par value, of the Company (“Public Ordinary Share”), and one-half of one redeemable warrant (the “Warrants”). The Ordinary Shares and the Warrants included in the Firm Units will trade separately on the fifty-fifty second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty on the later of twelve months from the Closing Date (30defined below) and 30 days after the consummation by the Company of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Ordinary Shares or liquidationliquidation of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (ACE Convergence Acquisition Corp.), Underwriting Agreement (ACE Convergence Acquisition Corp.)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share (“Ordinary Share”)share, $0.0001 par value, of the Company (“Public Ordinary Share”), and one-half third of one redeemable warrant (the “Warrants”). The Ordinary Shares and the Warrants included in the Firm Units will trade separately on the fifty-fifty second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty on the later of twelve months from the Closing Date (30defined below) and 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Ordinary Shares or liquidationliquidation of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Sarissa Capital Acquisition Corp.), Underwriting Agreement (Sarissa Capital Acquisition Corp.)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Company’s Class A ordinary share (“Ordinary Share”)common stock, $0.0001 par value, of the Company (the “Public ShareCommon Stock”), and one-half third of one redeemable warrant (the “Warrants”). The Ordinary Shares Common Stock and the Warrants included in the Firm Units will trade separately on the fifty-fifty second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares shares of Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share share of Common Stock for $11.50 per share, subject to adjustment, commencing thirty on the later of twelve months from the Closing Date (30defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization reorganization, or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Common Stock or liquidationliquidation of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (M3-Brigade Acquisition II Corp.), Underwriting Agreement (M3-Brigade Acquisition II Corp.)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Class A ordinary common stock of the Company, par value $0.0001 per share (the “Ordinary ShareCommon Stock”), $0.0001 par value, of the Company (“Public Share”), ) and one-half of one redeemable warrant (the “Warrants”). The Ordinary Shares Common Stock and the Warrants included in the Firm Units will trade separately on the fifty-second (52nd) 52nd day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares shares of Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share share of Common Stock for $11.50 per share, subject to adjustment, commencing thirty on the later of twelve months from the Closing Date (30defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization recapitalization, reorganization, or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Common Stock or liquidationliquidation of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Genesis Unicorn Capital Corp.), Underwriting Agreement (Genesis Unicorn Capital Corp.)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares” and, individually, a “Class A Ordinary Share”), $0.0001 par value, of the Company (“Public Share”), and one-half of one redeemable warrant (the “Warrants”). The Class A Ordinary Shares and the Warrants included in the Firm Units will trade separately on the fifty-second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative on behalf of the Underwriters determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has shall have filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on such Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Class A Ordinary Share for at a price of $11.50 per share, subject to adjustment, at any time commencing thirty (30) days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization recapitalization, reorganization, or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Class A Ordinary Shares or liquidationliquidation of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Energem Corp), Underwriting Agreement (Energem Corp)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share (“Ordinary Share”)share, $0.0001 par value, of the Company (“Public Ordinary Share”), and one-half of one redeemable warrant (the “Warrants”). The Ordinary Shares and the Warrants included in the Firm Units will trade separately on the fifty-fifty second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty on the later of twelve months from the Closing Date (30defined below) and 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Ordinary Shares or liquidationliquidation of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (StoneBridge Acquisition Corp.), Underwriting Agreement (StoneBridge Acquisition Corp.)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares” and, individually, an “Ordinary Share”), $0.0001 par value, of the Company (“Public Share”), and one-half of one redeemable warrant (the “Warrants”), and one right (the “Rights”). The Ordinary Shares Shares, Warrants, and the Warrants Rights included in the Firm Units will trade separately on the fifty-second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares Shares, Warrants, and the Warrants Rights included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase three-fourths (3/4) of one Ordinary Share for $11.50 per full share, subject to adjustment, commencing thirty on the later of (30i) days after twelve months from the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1) or (ii) the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization recapitalization, reorganization, or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Ordinary Shares or liquidationliquidation of the Company. Each Right entitles the holder to receive one-tenth of one Ordinary Share upon consummation by the Company of a Business Combination. Warrants must be exercised in multiples of at least four. Rights must be converted in multiples of at least ten.
Appears in 2 contracts
Samples: Underwriting Agreement (HHG Capital Corp), Underwriting Agreement (HHG Capital Corp)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share (“Ordinary Share”)share, $0.0001 par value, of the Company (“Public Ordinary Share”), and one-half fifth of one redeemable warrant (the “Warrants”). The Ordinary Shares and the Warrants included in the Firm Units will trade separately on the fifty-fifty second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty on the later of twelve months from the Closing Date (30defined below) and 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Ordinary Shares or liquidationliquidation of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Orion Biotech Opportunities Corp.), Underwriting Agreement (Orion Biotech Opportunities Corp.)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share (“Ordinary Share”)share, $0.0001 par value, of the Company (the “Public Ordinary Share”), and one-half of one redeemable warrant (the “Warrants”). The Ordinary Shares and the Warrants included in the Firm Units will trade separately on the fifty-fifty second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and has issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty on the later of 12 months from the Closing Date (30as defined below) and 30 days after the consummation by the Company of a merger, capital share exchange, asset acquisition, share purchase, reorganization reorganization, or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Ordinary Shares or liquidationliquidation of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Rose Hill Acquisition Corp), Underwriting Agreement (Rose Hill Acquisition Corp)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share (“Ordinary Share”)share, $0.0001 par value, of the Company (“Public Ordinary Share”), and one-half third of one redeemable warrant (the “Warrants”). The Ordinary Shares and the Warrants included in the Firm Units will trade separately on the fifty-fifty second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty (30) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Ordinary Shares or liquidationliquidation of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Corner Growth Acquisition Corp. 2), Underwriting Agreement (Corner Growth Acquisition Corp. 2)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share (“Ordinary Share”)share, $0.0001 no par value, of the Company (“Public ShareOrdinary Shares”), and one-half of one redeemable warrant to purchase one Ordinary Share (the “WarrantsWarrant”). The Ordinary Shares and the Warrants included in the Firm Units will trade separately on the fifty-second (52nd) tenth business day following the date hereof (or if such date is not a Business Day earlier to occur of the expiration of the Over-allotment Option (as defined in Section 1.1.21.2.1 hereof), which is 45 days from the following Business Day) unless date of the Representatives determine Prospectus (as defined in Section 2.1.1 hereof), its exercise in full or the announcement by the Underwriters of their intention not to allow earlier separate trading. Notwithstanding exercise all or any remaining portion of the immediately preceding sentenceOver-allotment Option, but in no event will the Ordinary Shares and the Warrants included in the Firm Units trade separately until the Business Day (as defined below) after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report of Foreign Private Issuer on Form 86-K that which includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to 1.3), including any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1) if such option is exercised prior to the filing of the Current Report on Form 86-K, and (ii) the Company has filed with the Commission a Report of Foreign Private Issuer on Form 6-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, 10.00 during the period commencing thirty (30) on the later of 30 days after the consummation by the Company of a mergerits Business Combination (as defined below) or one year from the Closing Date, share exchangeprovided, asset acquisitionin each case, share purchase, reorganization or other similar business combination with one or more entities (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, (as amended (the “Act”defined in Section 1.3.1 hereof) covering the Ordinary Shares issuable upon exercise of underlying the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their in respect thereof are available. The Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registeredwill expire at 5:00 p.m., qualified or exempt from registration under the securitiesNew York City time, or Blue Sky, laws of the state of residence of the holder and expiring on the five-year anniversary of the consummation by the Company of its initial Business Combination (such consummationCombination. “Business Combination” shall mean the Company’s initial acquisition, the “Specified Event”)share exchange, share reconstruction or amalgamation or contractual arrangement with, or earlier upon redemption purchase of, all or liquidationsubstantially all of the assets of, or engaging in any other similar business combination with, one or more businesses or asset.
Appears in 2 contracts
Samples: Underwriting Agreement (BGS Acquisition Corp.), Underwriting Agreement (BGS Acquisition Corp.)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the common stock of the Company, par value $0.01 per share (the “Ordinary ShareCommon Stock”), $0.0001 par value, one right that entitles the holder thereof to receive one-tenth (1/10) of one share of common stock upon the consummation of the Company Business Combination (as defined below) (collectively, the “Public ShareRights”), and one-half of one redeemable warrant (collectively, the “”Warrants”). The Ordinary Shares Common Stock, the Rights and the Warrants included in the Firm Units will trade separately on the fifty-second (52nd) 52nd day following the date hereof (or if such date day is not a Business Day (as defined in Section 1.1.2below), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares shares of Common Stock, the Rights and the Warrants included in the Firm Units trade separately until (ia) the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (iib) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begincommence. Each whole Warrant entitles its holder to purchase one Ordinary Share share of Common Stock for $11.50 per share, subject to adjustment, commencing thirty on the later of 12 months from the Closing Date (30defined below) or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization reorganization, or other similar business combination with one or more entities businesses (the “Business Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-date that is the five year anniversary of the consummation by of the Company of its initial Business Combination and (such consummation, ii) the “Specified Event”), redemption of the Common Stock or earlier upon redemption or liquidationliquidation of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Bannix Acquisition Corp.), Underwriting Agreement (Bannix Acquisition Corp.)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Class A ordinary common stock of the Company, par value $0.0001 per share (the “Ordinary Share”)Class A Shares” and, $0.0001 par valueindividually, of the Company (a “Public Class A Share”), and one-half of one redeemable warrant (the “Warrants”)) to purchase one share of Class A common stock of the Company. The Ordinary Class A Shares and the Warrants included in the Firm Units will begin to trade separately on the fifty-second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative on behalf of the Underwriters determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Class A Shares and the Warrants included in the Firm Units trade separately until (i) the Company has shall have filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on such Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Class A Share for at a price of $11.50 per share, subject to adjustment, at any time commencing on the later of (i) thirty (30) days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization recapitalization, reorganization, or other similar business combination with one or more entities businesses (the “Business Combination”), provided that ) and (ii) twelve (12) months from the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement Closing Date (as defined in Section 2.23)1.1.2) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Class A Shares or liquidationliquidation of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (BurTech Acquisition Corp.), Underwriting Agreement (BurTech Acquisition Corp.)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share (“Ordinary Share”)of common stock, $0.0001 par value, of the Company (“Public ShareCommon Stock”), one right (the “Rights”) and one-half of one redeemable warrant (the “Warrants”). The Ordinary Shares Common Stock, the Rights, and the Warrants included in the Firm Units will trade separately on the fifty-fifty second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares shares of Common Stock, the Rights and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Right entitles its holder to receive 1/10 of one share of Common Stock upon the consummation of the Business Combination. Each Warrant entitles its holder to purchase one Ordinary Share share of Common Stock for $11.50 per share, subject to adjustment, commencing thirty on the later of one year from the Closing Date (30defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization reorganization, or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption or liquidation.
Appears in 1 contract
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares” and, individually, a “Class A Ordinary Share”), $0.0001 par value, of the Company (“Public Share”), and one-half of one redeemable warrant (the “Warrants”). The Class A Ordinary Shares and the Warrants included in the Firm Units will trade separately on the fifty-second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative on behalf of the Underwriters determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has shall have filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on such Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Class A Ordinary Share for at a price of $11.50 per share, subject to adjustment, at any time commencing thirty (30) days after the consummation by the Company of a merger, capital share exchange, asset acquisition, share purchase, reorganization recapitalization, reorganization, or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Class A Ordinary Shares or liquidationliquidation of the Company. The Company has the right to redeem the Warrants, in whole or 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; so long as the last sales price of the Class A Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given; provided that there is a current registration statement in effect with respect to the Class A Common Stock shares 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.
Appears in 1 contract
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share (“Ordinary Share”)share, $0.0001 par value, of the Company (the “Public Ordinary Share”), and one-half of one redeemable warrant (the “Warrants”). The Ordinary Shares and the Warrants included in the Firm Units will trade separately on the fifty-second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and Offering, the Warrant Unit Private Placement (as defined in Section 1.4.2) and Sponsor Loan (as defined in Section 2.21.5) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and has issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty (30) 30 days after the consummation by the Company of a merger, capital share exchange, asset acquisition, share purchase, reorganization reorganization, or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Ordinary Shares or liquidationliquidation of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Endeavor Acquisition Corp.)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary ShareShares”), $0.0001 par value, of the Company (“Public Share”), and one-half of one redeemable warrant (the “Warrants”), and one right (the “Rights”). The Class A Ordinary Shares Shares, Warrants and the Warrants Rights included in the Firm Units will trade separately on the fifty-second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Ordinary Shares Shares, the Warrants and the Warrants Rights included in the Firm Units trade separately until (i) the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole redeemable Warrant entitles its holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of twelve (12) months from the Closing Date (defined below) and thirty (30) days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization recapitalization, reorganization, or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registeredexpiring at 5:00 p.m., qualified or exempt from registration under the securitiesNew York City time, or Blue Sky, laws of the state of residence of the holder and expiring on the five-year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption or liquidationliquidation of the Company. Each Right entitles its holder to receive one- sixth (1/6) of one Class A Ordinary Shares upon the consummation of the initial Business Combination. The Company has twelve (12) months after the Closing Date to complete its initial Business Combination unless the Company and the Sponsor elect to extend this initial time period. The Company and the Sponsor may extend that initial time period in three-months increments, for a total maximum extension of six (6) additional months (i.e., a total period of up to eighteen (18) months from the Closing Date) without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection therewith. The terms of the initial time period and the extensions are more fully described in the Prospectus (as defined in Section 2.1.1 below).
Appears in 1 contract
Samples: Underwriting Agreement (Oak Woods Acquisition Corp)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share (“Ordinary Share”), $0.0001 par value, of the Company (“Public ShareShares”), and one-half of one redeemable warrant (the “Public Warrants”). The Ordinary Shares and the Public Warrants included in the Firm Units will trade separately on the fifty-second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and the Public Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K8¬K, and (ii) the Company has issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty (30) days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified EventBusiness Combination Closing”), or earlier upon redemption or liquidationredemption.
Appears in 1 contract
Samples: Underwriting Agreement (Voyager Acquisition Corp./Cayman Islands)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share (“Ordinary Share”)share, $0.0001 par value, of the Company (the “Public ShareOrdinary Shares”), and one-half third of one redeemable warrant (the “Warrants”). The Ordinary Shares and the Warrants included in the Firm Units will trade separately on the fifty-fifty second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds (ii) the Company receives from has filed with the exercise of the Over-allotment Option (as defined in Section 1.2.1) if such option is exercised prior to the filing of the Commission a Current Report on Form 8-K, K and (ii) the Company has issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty (30) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization reorganization, or other similar business combination with one or more businesses or entities (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Ordinary Shares or liquidationliquidation of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Haymaker Acquisition Corp. 4)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share (“Ordinary Share”)share, $0.0001 par value, of the Company (the “Public Ordinary Share”), and one-half of one redeemable warrant (the “Warrants”). The Ordinary Shares and the Warrants included in the Firm Units will trade separately on the fifty-fifty second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and has issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty on the later of twelve months from the Closing Date (30as defined below) or 30 days after the consummation by the Company of a merger, capital share exchange, asset acquisition, share purchase, reorganization reorganization, or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Ordinary Shares or liquidationliquidation of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Semper Paratus Acquisition Corp)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share (“Ordinary Share”), $0.0001 par value, of the Company (“Public Share”), and one-half third of one redeemable warrant (the “Public Warrants”). The Ordinary Shares and the Public Warrants included in the Firm Units will trade separately on the fifty-second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and the Public Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty (30) days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified EventBusiness Combination Closing”), or earlier upon redemption or liquidationredemption.
Appears in 1 contract
Samples: Underwriting Agreement (M3-Brigade Acquisition v Corp.)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary ShareShares”), $0.0001 par value, of the Company (“Public Share”), and one-half of one redeemable warrant (the “Warrants”), and one right (the “Rights”). The Class A Ordinary Shares Shares, Warrants and the Warrants Rights included in the Firm Units will trade separately on the fifty-second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Ordinary Shares Shares, the Warrants and the Warrants Rights included in the Firm Units trade separately until (i) the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole redeemable Warrant entitles its holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of twelve (12) months from the Closing Date (defined below) and thirty (30) days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization recapitalization, reorganization, or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registeredexpiring at 5:00 p.m., qualified or exempt from registration under the securitiesNew York City time, or Blue Sky, laws of the state of residence of the holder and expiring on the five-year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption or liquidationliquidation of the Company. Each Right entitles its holder to receive one-sixth (1/6) of one Class A Ordinary Shares upon the consummation of the initial Business Combination. The Company has twelve (12) months after the Closing Date to complete its initial Business Combination unless the Company and the Sponsor elect to extend this initial time period. The Company and the Sponsor may extend that initial time period in three-months increments, for a total maximum extension of six (6) additional months (i.e., a total period of up to eighteen (18) months from the Closing Date) without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection therewith. The terms of the initial time period and the extensions are more fully described in the Prospectus (as defined in Section 2.1.1 below).
Appears in 1 contract
Samples: Underwriting Agreement (Oak Woods Acquisition Corp)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one share of the Class A ordinary common stock of the Company, par value $0.0001 per share (the “Ordinary ShareCommon Stock”), $0.0001 par value, (ii) one right to receive one-twentieth (1/20) of one share of Common Stock (the “Detachable Rights”) upon the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Public ShareBusiness Combination”) pursuant to the Rights Agreement (as defined in Section 2.23), and (iii) a contingent right to receive at least one-half fifteenth (1/15) of one redeemable warrant share of Common Stock (the “WarrantsContingent Rights” and, together with the Detachable Rights, the “Rights”) following the time of exercise of the Company’s public stockholders’ redemption rights in connection with the Business Combination under certain circumstances pursuant to the Contingent Rights Agreement (as defined in Section 2.24). The Ordinary Shares Common Stock and the Warrants Detachable Rights included in the Firm Units will trade separately on the fifty-second (52nd) 52nd day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares shares of Common Stock and the Warrants Detachable Rights included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.21.5.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty (30) days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”), or earlier upon redemption or liquidation.
Appears in 1 contract
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares” and, individually, a “Class A Ordinary Share”), $0.0001 par value, of the Company (“Public Share”), and one-half of one redeemable warrant (the “Warrants”). The Class A Ordinary Shares and the Warrants included in the Firm Units will trade separately on the fifty-second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative on behalf of the Underwriters determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has shall have filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on such Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Class A Ordinary Share for at a price of $11.50 per share, subject to adjustment, at any time commencing thirty on the later of 12 months from the effective date of the Registration Statement (30as defined in Section 2.1.1 hereof) days after and the date of the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization recapitalization, reorganization, or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Class A Ordinary Shares or liquidationliquidation of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Technology & Telecommunication Acquisition Corp)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Company’s Class A ordinary share (“Ordinary Share”)common stock, $0.0001 par value, of the Company (the “Public ShareCommon Stock”), and one-half third of one redeemable warrant (the “Warrants”). The Ordinary Shares Common Stock and the Warrants included in the Firm Units will trade separately on the fifty-fifty second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares shares of Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and the Sponsor Loan (as defined in Section 1.4.4 hereof) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share share of Common Stock for $11.50 per share, subject to adjustment, commencing thirty on the later of twelve months from the Closing Date (30defined below) or 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization reorganization, or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Common Stock or liquidationliquidation of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share (“Ordinary Share”)share, $0.0001 par value, of the Company (the “Public ShareOrdinary Shares”), and one-half of one redeemable warrant (the “Warrants”). The Ordinary Shares and the Warrants included in the Firm Units will trade separately on the fifty-fifty second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds (ii) the Company receives from has filed with the exercise of the Over-allotment Option (as defined in Section 1.2.1) if such option is exercised prior to the filing of the Commission a Current Report on Form 8-K, K and (ii) the Company has issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty (30) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization reorganization, or other similar business combination with one or more businesses or entities (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Ordinary Shares or liquidationliquidation of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Haymaker Acquisition Corp. 4)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Company’s Class A ordinary share (“Ordinary Share”)common stock, $0.0001 par value, of the Company (the “Public ShareCommon Stock”), and one-half third of one redeemable warrant (the “Warrants”). The Ordinary Shares Common Stock and the Warrants included in the Firm Units will trade separately on the fifty-fifty second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares shares of Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share share of Common Stock for $11.50 per share, subject to adjustment, commencing thirty (30) 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, share stock purchase, reorganization reorganization, or other similar business combination with one or more entities (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Common Stock or liquidationliquidation of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (M3-Brigade Acquisition III Corp.)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share (“Ordinary Share”)share, $0.0001 par value, of the Company (the “Public Ordinary Share”), and one-half fourth of one redeemable warrant (the “Warrants”). The Ordinary Shares and the Warrants included in the Firm Units will trade separately on the fifty-fifty second (52nd) day following the date hereof (or if such date is not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representatives determine Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Unit Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1below) if such option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and has issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty on the later of twelve months from the Closing Date (30defined below) or 30 days after the consummation by the Company of a merger, capital share exchange, asset acquisition, share purchase, reorganization reorganization, or other similar business combination with one or more entities businesses (the “Business Combination”), provided that the Company has an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement (as defined in Section 2.23)) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring on the five-five year anniversary of the consummation by the Company of its initial Business Combination (such consummation, the “Specified Event”)Combination, or earlier upon redemption of the Ordinary Shares or liquidationliquidation of the Company.
Appears in 1 contract
Samples: Underwriting Agreement (10X Capital Venture Acquisition Corp. II)
per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 6.00 per Firm Unit. Each Firm Unit consists of (i) one subunit ("Subunit") and (ii) one Class A warrant (“Class A Warrant”). Each Subunit consists of (i) one ordinary share of the Company, no par value per share (“Ordinary Share”), $0.0001 par value, of the Company (“Public ShareShares”), and one-half of one redeemable Class B warrant ("Class B Warrant" and together with the “Class A Warrants”, the "Warrants"). The Ordinary Shares Subunits and the Class A Warrants included in the Firm Units will trade separately on the fifty-second (52nd) tenth business day following the date hereof (or if such date is not a Business Day earlier to occur of the expiration of the Over-allotment Option (as defined in Section 1.1.21.2.1 hereof), which is 45 days from the following Business Day) unless date of the Representatives determine Prospectus (as defined in Section 2.1.1 hereof), its exercise in full or the announcement by the Underwriters of their intention not to allow earlier separate trading. Notwithstanding exercise all or any remaining portion of the immediately preceding sentenceOver-allotment Option, but in no event will the Ordinary Shares Subunits and the Class A Warrants included in the Firm Units trade separately until the business day after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 86-K that which includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to 1.3), including any proceeds the Company receives from the exercise of the Over-allotment Option (as defined in Section 1.2.1) if such option is exercised prior to the filing of the Current Report on Form 86-K, K and (ii) the Company has filed with the Commission a Current Report on Form 6-K and issued a press release announcing when such separate trading will begin. Each whole Class A Warrant entitles its holder to exercise it to purchase one Ordinary Share for $11.50 per share, subject to adjustment, 6.00 during the period commencing thirty (30) days after on the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more entities (the its “Business Combination”), provided that ” (as defined below) or one year from the Company has an effective registration statement under the Securities Act of 1933, as amended date (the “ActEffective Date”) covering the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement Registration Statement (as defined in Section 2.23)2.1.1 hereof) and such shares are registered, qualified or exempt from registration under the securities, or Blue Sky, laws of the state of residence of the holder and expiring terminating on the five-year anniversary of the consummation by Effective Date. “Business Combination” shall mean the Company Company’s acquisition of one or more operating businesses or assets through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction as described in the Registration Statement. The Ordinary Shares and the Class B Warrants included in the Subunits will automatically separate on the tenth business day following a Business Combination. The Class B Warrant will entitle its initial holder to exercise it to purchase one Ordinary Share for $6.00 during the period commencing on the tenth business day following a Business Combination (such consummation, and terminating on the “Specified Event”), or earlier upon redemption or liquidationfive-year anniversary of the Effective Date.
Appears in 1 contract
Samples: Underwriting Agreement (S.E. Asia Emerging Market Company., LTD)