Placement Shares. The Placement Shares and the Additional Placement Shares have been duly authorized and reserved for issuance and, when issued and paid for, will be validly issued, fully paid and non-assessable; the Placement Shares and the Additional Placement Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement Shares and the Additional Placement Shares have been duly and validly taken. The Placement Shares and the Additional Placement Shares are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Placement Shares. The Placement Shares have been duly authorized and reserved for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable. The issuance of the Placement Shares pursuant to this Agreement will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscript for or purchase securities of the Company. There are no restrictions upon the voting or transfer of the Placement Shares under the Company’s certificate of incorporation or by laws or any agreement or other instrument to which the Company is a party or otherwise filed as an exhibit to the Registration Statement.
Placement Shares. The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable.
Placement Shares. The Placement Shares have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued, fully paid and non-assessable; the Placement Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement Shares have been duly and validly taken.
Placement Shares. Simultaneously with the Closing, Fortune Rise Sponsor LLC, the sponsor of the Company (the “Sponsor”) and each of the Representatives shall purchase from the Company pursuant to the Private Placement Share Purchase Agreement (as defined in Section 2.23.2 hereof) an aggregate of 494,500 shares of Common Stock (the “Placement Shares”), among which, 454,500 Placement Shares will be purchased by the Sponsor and 20,000 Placement Shares will be purchased by each of the Representatives, at a purchase price of $10.00 per Placement Share in a private placement (the “Private Placement”). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Shares.
Placement Shares. Simultaneously with the Closing, Prime Number Acquisition LLC, one of two sponsors of the Company (the “Sponsor A”) and Glorious Capital LLC, another one of two sponsors of the Company (the “Sponsor B”, together with Sponsor A as the “Sponsors”), shall purchase from the Company pursuant to the Private Placement Share Purchase Agreement (as defined in Section 2.23.2 hereof) an aggregate of 380,892 shares of Common Stock (the “Placement Shares”), among which, 331,032 Placement Shares will be purchased by Sponsor A and 49,860 Placement Shares will be purchased by Sponsor B, at a purchase price of $10.00 per Placement Share in a private placement (the “Private Placement”). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Shares.
Placement Shares. Simultaneously with the Closing, TradeUP Acquisition Sponsor LLC and Tradeup INC. shall purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an aggregate of 295,000 shares of Class A common stock (the “Placement Shares”) at a purchase price of $10.00 per Placement Share (the “Private Placement”). There will be no placement agent in the Private Placements and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Shares.
Placement Shares. Simultaneously with the Closing, TradeUP Global Sponsor LLC, the sponsor of the Company (the “Sponsor”) shall purchase from the Company pursuant to the Private Placement Share Purchase Agreement (as defined in Section 2.23.2 hereof) an aggregate of 215,000 Class A ordinary shares (the “Placement Shares”) at a purchase price of $10.00 per Placement Share in a private placement (the “Private Placement”). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Shares.
Placement Shares. The Placement Shares and all outstanding shares of common stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement and the Prospectus); all outstanding shares of capital stock of the Company are, and, when the Placement Shares have been delivered and paid for in accordance with this Agreement on each Settlement Date, such Placement Shares will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement and the Prospectus and to the description of such Placement Shares contained therein; the shareholders of the Company have no preemptive rights with respect to the Placement Shares; none of the outstanding shares of common stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Placement Shares comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Placement Shares, with any requirements of the Exchange; the shares of Common Stock have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the Exchange is contemplating terminating the listing of the shares of Common Stock. Except as disclosed in the Registration Statement and the Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) except for the Company’s obligation pursuant to that certain advisory agreement with Jxxxxx Mxxxxxxxxx Xxxxx LLC pursuant to which the Company may issue shares of Common Stock, LTIP units or common stock equivalents (the “Advisory Payments”), obligations of the Company to issue or sell any shares of common stock, any such convertible or exchang...
Placement Shares. 1.1.1. Nature and Purchase of Placement Shares
(i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell, through the Underwriter, an aggregate of a minimum of $10,000,000 and a maximum of $15,000,000 of Placement Shares (the “Offering Amount”) to investors (collectively the “Investors”).
(ii) The Underwriter agrees to exercise its best efforts to arrange for the purchase, on a “minimum/maximum” basis, by the Investors from the Company the number of Placement Shares equivalent to the Offering Amount at a purchase price of US [$___] per Placement Share (the “Purchase Price”). The Placement Shares are to be offered to the Investors at the Purchase Price.
