Perception Capital Corp Sample Clauses

Perception Capital Corp. II, an exempted company incorporated under the laws of the Cayman Islands with registered office at XX Xxx 000, Xxxxxx Xxxxx, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and
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Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one Class A Ordinary Share (the “Public Warrant(s)”). The Class A Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) if such separation date is prior to the same day following the date of the prospectus, the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary share for $11.50 per share during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial B...
Sample 1
Perception Capital Corp. IV (formerly known as RCF Acquisition Corp.), a Cayman Islands exempted company limited by shares (“Perception”), and (ii) Blue Gold Holdings Limited, a private company limited by shares formed under the laws of England and Wales (“BGHL”), is dated May 2, 2024 (the “Signing Date”). Perception and BGHL are sometimes referred to individually as a “Party” and collectively, as the “Parties”.
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Perception Capital Corp. IV. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Executive Officer NOTE HOLDER: Blue Perception Capital LLP By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Partner
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Related to Perception Capital Corp

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Partners If the Partnership declines to purchase said ownership interest under said notice period, each Partner shall jointly and severally be given a first right of refusal within days’ notice to purchase the ownership interest under the same terms and conditions agreed upon by the potential buyer. If more than one (1) Partner agrees to purchase, they shall be obligated to share the terms of the purchase equally.

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

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