Placement Units. Simultaneously with the consummation of the Offering, First Euro Investments Limited Company (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 270,000 Units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, and the Class A Ordinary Shares, the Rights, and the Warrants including in the Placement Units, and the Class A Ordinary Shares underlying the Warrants and issuable upon conversion of the Rights included in the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, except that the Warrants included in the Placement Units shall be non-redeemable by the Company so long as the Warrants continue to be held by the initial purchasers of the Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.24 hereof)). Except as disclosed in the Registration Statement, 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 Securities. The Subscription Agreement shall state that the Sponsor has agreed to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).
Appears in 2 contracts
Samples: Underwriting Agreement (Model Performance Acquisition Corp), Underwriting Agreement (Model Performance Acquisition Corp)
Placement Units. Simultaneously with the consummation of the OfferingClosing, First Euro Investments Limited Company Arisz Investment LLC (the “Sponsor”) and the Representative shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) a written purchase agreement an aggregate of 270,000 Units 253,889 placement units (193,889 units to be purchased by the “Placement Units”Sponsor and 60,000 units to be purchased by the Representative) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”) (the “Placement Units”). The Placement Units, and the Class A Ordinary Shares, the Rights, and the Warrants including shares of Common Stock included in the Placement UnitsUnits (the “Placement Shares”), and the Class A Ordinary Shares underlying the Warrants and issuable upon conversion of the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”), and the shares of Common Stock underlying the Placement Rights and Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the UnitsUnits sold in the Offering, except that the Warrants included in (i) the Placement Units shall and their component securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities period of one hundred eighty (180) days immediately following the commencement of sales in the offering and will not be transferable, assignable or salable until after the completion of the Company’s Business Combination except to permitted transferees, and that the component securities, so long as they are held by the Sponsor, the Representative or their permitted transferees, will be entitled to registration rights (as described in the Subscription Agreements and the Warrant Agreement (as defined in Section 2.24 hereof) subject to the limitations in FINRA Rule 5110(g); (ii) the Placement Warrants will be non-redeemable by the Company and may be exercised for cash or on a cashless basis as described in the Prospectus, in each case, so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreement Agreements and the Warrant Agreement (as defined in Section 2.24 hereof); and (iii) with respect to the Placement Units held by the Representative, for so long as they are held by the Representative, the Warrants underlying the Placement Units will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8)(A). Except as disclosed in the Registration Statement, there 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 Securities. The Subscription Agreement shall state that the Sponsor has agreed to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).
Appears in 2 contracts
Samples: Underwriting Agreement (Arisz Acquisition Corp.), Underwriting Agreement (Arisz Acquisition Corp.)
Placement Units. Simultaneously with the consummation of the OfferingClosing, First Euro Investments Limited Company Bellevue Global Life Sciences Investors LLC (the “Sponsor”) shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) a written purchase agreement an aggregate of 270,000 Units 430,000 private placement units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, and the Class A Ordinary Shares, the Rights, and the Warrants including in the Placement Units, and the Class A Ordinary Shares underlying the Warrants and issuable upon conversion shares of the Rights Common Stock included in the Placement Units (the “Placement Shares”), the Warrants included in the Placement Units (the “Placement Warrants”), the Rights includes in the Placement Units (the “Placement Rights”) and the shares of Common Stock underlying the Placement Warrants and Placement Rights are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” Each Placement Unit shall be identical to the UnitsUnits sold in the Offering, except that the Warrants included in (i) the Placement Units shall and their component securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities period of one hundred eighty (180) days immediately following the commencement of sales in the offering and will not be transferable, assignable or salable until after the completion of the Company’s Business Combination except to permitted transferees, and that the component securities, so long as they are held by the Sponsor or its permitted transferees, will be entitled to registration rights; and (ii) the Placement Warrants will be non-redeemable by the Company and may be exercised for cash or on a cashless basis as described in the Prospectus, in each case, so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.24 hereof)). Except as disclosed in the Registration Statement, there 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 Securities. The Subscription Agreement shall state that the Sponsor has agreed to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).
Appears in 2 contracts
Samples: Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.), Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.)
Placement Units. Simultaneously with the consummation of the OfferingClosing, First Euro Investments Limited Company Bellevue Global Life Sciences Investors LLC (the “Sponsor”) shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) a written purchase agreement an aggregate of 270,000 Units 390,000 private placement units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, and the Class A Ordinary Shares, the Rights, and the Warrants including in the Placement Units, and the Class A Ordinary Shares underlying the Warrants and issuable upon conversion shares of the Rights Common Stock included in the Placement Units (the “Placement Shares”), the Warrants included in the Placement Units (the “Placement Warrants”), the Rights includes in the Placement Units (the “Placement Rights”) and the shares of Common Stock underlying the Placement Warrants and Placement Rights are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” Each Placement Unit shall be identical to the UnitsUnits sold in the Offering, except that the Warrants included in (i) the Placement Units shall and their component securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities period of one hundred eighty (180) days immediately following the commencement of sales in the offering and will not be transferable, assignable or salable until after the completion of the Company’s Business Combination except to permitted transferees, and that the component securities, so long as they are held by the Sponsor or its permitted transferees, will be entitled to registration rights; and (ii) the Placement Warrants will be non-redeemable by the Company and may be exercised for cash or on a cashless basis as described in the Prospectus, in each case, so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.24 hereof)). Except as disclosed in the Registration Statement, there 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 Securities. The Subscription Agreement shall state that the Sponsor has agreed to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).
Appears in 1 contract
Samples: Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.)
Placement Units. Simultaneously with the consummation of the OfferingClosing, First Euro Investments Limited Company Bellevue Global Life Sciences Investors LLC (the “Sponsor”) and the Representative shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) a written purchase agreement an aggregate of 270,000 Units 390,000 private placement units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, and the Class A Ordinary Shares, the Rights, and the Warrants including in the Placement Units, and the Class A Ordinary Shares underlying the Warrants and issuable upon conversion shares of the Rights Common Stock included in the Placement Units (the “Placement Shares”), the Warrants included in the Placement Units (the “Placement Warrants”), and the shares of Common Stock underlying the Placement Warrants are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” Each Placement Unit shall be identical to the UnitsUnits sold in the Offering, except that the Warrants included in (i) the Placement Units shall and their component securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities period of one hundred eighty (180) days immediately following the commencement of sales in the offering and will not be transferable, assignable or salable until after the completion of the Company’s Business Combination except to permitted transferees, and that the component securities, so long as they are held by the Sponsor, the Representative or their permitted transferees, will be entitled to registration rights (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.24 hereof) subject to the limitations in FINRA Rule 5110(g); (ii) the Placement Warrants will be non-redeemable by the Company and may be exercised for cash or on a cashless basis as described in the Prospectus, in each case, so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.24 hereof)). Except ; and (iii) with respect to the Placement Units held by the Representative, for so long as disclosed in they are held by the Representative, the Warrants underlying the Placement Units will not be exercisable more than five years from the effective date of the Registration StatementStatement in accordance with FINRA Rule 5110(g)(8)(A), there as long as Chardan or any of its related persons beneficially own these warrants. 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 Securities. The Subscription Agreement shall state that the Sponsor has agreed to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 months from the closing of the Offering (or up to 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).
Appears in 1 contract
Samples: Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.)
Placement Units. Simultaneously with the consummation of the Offering, First Euro Investments Limited Company (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 270,000 220,000 Units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, and the Class A Ordinary Shares, the Rights, and the Warrants including in the Placement Units, and the Class A Ordinary Shares underlying the Warrants and issuable upon conversion of the Rights included in the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, except that the Warrants included in the Placement Units shall be non-redeemable by the Company so long as the Warrants continue to be held by the initial purchasers of the Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.24 hereof)). Except as disclosed in the Registration Statement, 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 Securities. The Subscription Agreement shall state that the Sponsor has agreed to waive its redemption rights with respect to the Placement Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Placement Securities if the Company fails to complete the initial Business Combination within 12 18 months from the closing of the Offering (or up to 18 24 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).
Appears in 1 contract
Samples: Underwriting Agreement (Model Performance Acquisition Corp)