Placement Units. Simultaneously with the consummation of the Offering, Goldenstone Holding, LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 325,000 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 Common Stock, Warrants included in the Placement Units (the “Placement Warrants”), and the Rights included in the Placement Units (the “Placement Rights”) are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Warrants shall be non-redeemable by the Company and may be exercised on a cashless basis so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Units 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.
Appears in 3 contracts
Samples: Underwriting Agreement (Goldenstone Acquisition Ltd.), Underwriting Agreement (Goldenstone Acquisition Ltd.), Underwriting Agreement (Goldenstone Acquisition Ltd.)
Placement Units. Simultaneously with the consummation Closing, 8i Enterprises Pte Ltd (“8i Pte”), an affiliate of the Offering8i Holdings Limited, Goldenstone Holding, LLC (the “Sponsor”) shall purchase from the Company Company, pursuant to the Subscription Agreement Agreements (as defined in Section 2.25.2 2.24.2 hereof) an aggregate of 325,000 Units 221,250 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 Units, the Common StockOrdinary Shares, Warrants included in the Placement Units (the “Placement Warrants”), and the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units sold in the Offering except that the Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis 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 Units Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.24 2.22 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.
Appears in 3 contracts
Samples: Underwriting Agreement (8i Enterprises Acquisition Corp.), Underwriting Agreement (8i Enterprises Acquisition Corp.), Underwriting Agreement (8i Enterprises Acquisition Corp.)
Placement Units. Simultaneously with the consummation of the OfferingClosing, Goldenstone Holding, Redwoods Capital LLC (the “Sponsor”) and Chardan shall purchase from the Company Company, pursuant to the Subscription Agreement Agreements (as defined in Section 2.25.2 hereof) an aggregate of 325,000 Units (the “Placement Units”) 477,500 placement units at a purchase price of $10.00 per Placement Unit unit in a private placement (the “Private Placement”), of which 377,500 units will be purchased by the Sponsor (the “Sponsor Placement Units”) and 100,000 units will be purchased by Chardan (the “Chardan Placement Units,” and together with the Sponsor Placement Units, the “Placement Units”). The Placement Units, the shares of Common Stock included in the Placement Units, the Rights included in the Placement Units and (the Common Stock“Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”), and the Rights included in shares of Common Stock issuable upon conversion of the Placement Units (Rights and exercise of the “Placement Rights”) Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units sold in the Offering, except that the Placement Warrants shall 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 Units Warrants or their permitted transferees (as described in the Subscription Agreement Agreements 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.
Appears in 2 contracts
Samples: Underwriting Agreement (Redwoods Acquisition Corp.), Underwriting Agreement (Redwoods Acquisition Corp.)
Placement Units. Simultaneously with the consummation Closing, certain of the Offering, Goldenstone Holding, LLC (the “Sponsor”) Company’s stockholders shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.23.2 hereof) an aggregate of 325,000 Units 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 Units, the Common Stock, Warrants Class A Shares included in the Placement Units (the “Placement Warrants”)Units, and the Rights included in the Placement Units (the “Placement Rights”) and the Warrants included in the Placement Units (the “Placement Warrants”) and the Class A Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units sold in the Offering except that the Placement Warrants shall be non-redeemable by the Company and may be exercised on a cashless basis so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Units Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.24 2.22 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.
Appears in 2 contracts
Samples: Underwriting Agreement (UTXO Acquisition Inc.), Underwriting Agreement (UTXO Acquisition Inc.)
Placement Units. Simultaneously with the consummation of the Offering, Goldenstone Holding, LLC AGBA Holding Limited (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.26.2 hereof) an aggregate of 325,000 Units 210,000 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 Units, the Common StockOrdinary Shares, Warrants included in the Placement Units (the “Placement Warrants”), and the Rights included in the Placement Units (the “Placement Rights”) and the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units sold in the Offering except that the Placement Warrants shall be non-redeemable by the Company and may be exercised on a cashless basis so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Units 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.
Appears in 2 contracts
Samples: Underwriting Agreement (AGBA Acquisition LTD), Underwriting Agreement (AGBA Acquisition LTD)
Placement Units. Simultaneously with the consummation of the Offering, Goldenstone Holding, LLC Swipy Ltd. (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 325,000 Units 214,500 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 Units, the Common StockOrdinary Shares, Warrants included in the Placement Units (the “Placement Warrants”), and the Rights included in the Placement Units (the “Placement Rights”) and the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units sold in the Offering except that the Placement Warrants shall be non-redeemable by the Company and may be exercised on a cashless basis so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Units 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.
Appears in 2 contracts
Samples: Underwriting Agreement (Fellazo Inc.), Underwriting Agreement (Fellazo Inc.)
Placement Units. Simultaneously with the consummation of the OfferingClosing, Goldenstone Holding, LLC Alphamade Holding LP (“Alphamade” or the “Sponsor”) shall purchase from the Company Company, pursuant to the Subscription Agreement Agreements (as defined in Section 2.25.2 2.24.2 hereof) an aggregate of 325,000 Units 370,500 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 Units, the Common Stock, Warrants Ordinary Shares included in the Placement Units (the “Placement Warrants”)Units, and the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units sold in the Offering except that the Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis 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 Units Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.24 2.22 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.
Appears in 2 contracts
Samples: Underwriting Agreement (Alphatime Acquisition Corp), Underwriting Agreement (Alphatime Acquisition Corp)
Placement Units. Simultaneously with the consummation of the OfferingClosing, Goldenstone HoldingPublic Gold Marketing Sdn. Bhd, LLC a Malaysian private limited company (the “SponsorPrivate Investor”) ), shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof2.24.2) an aggregate of 325,000 Units [●] 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 Units, the shares of Common Stock, the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”), and the Rights included in shares of Common Stock underlying the Placement Units (Rights and the “Placement Rights”) Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units sold in the Offering, except that the Placement Warrants shall 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 Units Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (each as defined in Section 2.24 hereofbelow)). 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.
Appears in 1 contract
Placement Units. Simultaneously with the consummation of Closing, the Offering, Goldenstone Holding, LLC Sponsor (the “Sponsor”as hereinafter defined) shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.24.2 hereof) an aggregate of 325,000 Units 300,000 units (or 330,000 units if the Over-allotment Option is exercised in full) (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 Common StockUnits, Warrants included in the Placement Units (the “Placement Warrants”), and the Rights included in the Placement Units (the “Placement Rights”), the Ordinary Shares and the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units sold in the Offering except that the Placement Warrants shall be non-redeemable by the Company and may be exercised on a cashless basis so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Units Sponsor or their its permitted transferees (as described in the Subscription Agreement Insider Letter (as defined in Section 2.24.1 hereof) and the Warrant Agreement (as defined in Section 2.24 2.22 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.
Appears in 1 contract
Samples: Underwriting Agreement (Alpha Star Acquisition Corp)
Placement Units. Simultaneously with the consummation Closing, Double Ventures Holdings Limited, the sponsor of the Offering, Goldenstone Holding, LLC Company (the “Sponsor”), Hua Mao and Xxxxx Xxxx (the “Anchor Investors”) and I-Bankers shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.24.2 hereof) an aggregate of 325,000 Units 323,750 units (the “Placement Units”) (of which 275,000 Placement Units will be purchased by the Sponsor and the Anchor Investors, and 48,750 Placement Units will be purchased by I-Bankers) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units and the Common Stock, Warrants included in securities underlying the Placement Units (the “Placement Warrants”), and the Rights included in the Placement Units (the “Placement Rights”) are hereinafter referred to collectively as the “Placement Securities.” Each The Placement Unit Units shall be identical to the Firm Units sold in the Offering except that the warrants included in the Placement Warrants Units shall be (i) non-redeemable by the Company Company, and (ii) may be exercised for cash or on a cashless basis basis, in each case so long as the Placement Warrants warrants continue to be held by the initial purchasers of the Placement Units or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.24 2.22 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.
Appears in 1 contract
Samples: Underwriting Agreement (East Stone Acquisition Corp)
Placement Units. Simultaneously with the consummation of the OfferingClosing, Goldenstone HoldingPublic Gold Marketing Sdn. Bhd, LLC a Malaysian private limited company (the “SponsorPrivate Investor”) ), shall purchase from the Company Company, pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof2.24.2) an aggregate of 325,000 Units 517,500 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 Units, the shares of Common Stock, the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”), and the Rights included in shares of Common Stock underlying the Placement Units (Rights and the “Placement Rights”) Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units sold in the Offering, except that the Placement Warrants shall 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 Units Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (each as defined in Section 2.24 hereofbelow)). 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.
Appears in 1 contract