Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 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 Common Stock issuable upon exercise of the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. 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 (i) 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 21 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 3 contracts
Samples: Underwriting Agreement (Arogo Capital Acquisition Corp.), Underwriting Agreement (Arogo Capital Acquisition Corp.), Underwriting Agreement (Arogo Capital Acquisition Corp.)
Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment LLC Winky Investments Limited (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 232,500 Units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, Units and the Class A Common Stock issuable upon exercise of Ordinary Shares and Rights underlying the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units Units, except that the Placement Units The placement units are identical shall be non-redeemable by the Company so long as the Units continue to be held by the units sold in this offering except that initial purchasers of the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (b) will be entitled to registration rightsas defined in Section 2.27 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 (i) 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 21 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 (JVSPAC Acquisition Corp.), Underwriting Agreement (JVSPAC Acquisition Corp.)
Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment LLC Canna-Global LLC, a Delaware limited liability company (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 712,500 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 the Class A Common Stock issuable upon exercise of and the Warrants included in the Placement Units Units, and the Class A Common Stock underlying the Warrants included in the Placement Units, are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units Units, except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. Except as disclosed described 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 (i) 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 21 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 (Canna-Global Acquisition Corp), Underwriting Agreement (Canna-Global Acquisition Corp)
Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment Toprun Smart Management LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 Units 450,000 units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the shares of Common Stock and Warrants included in the Placement Units and the Class A Common Stock issuable upon exercise of the Warrants included in the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. 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 Private Placement is intended to be exempt from registration under the Act, pursuant to Section 4(a)(2) thereunder. The Placement Units are identical to the Units except as described in the Registration Statement. The Subscription Agreement shall state that the Sponsor has agreed (i) 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 21 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 (Zi Toprun Acquisition Corp.), Underwriting Agreement (Zi Toprun Acquisition Corp.)
Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment Toprun Smart Management LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 Units 587,500 units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the shares of Common Stock and Warrants included in the Placement Units and the Class A Common Stock issuable upon exercise of the Warrants included in the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. 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 Private Placement is intended to be exempt from registration under the Act, pursuant to Section 4(a)(2) thereunder. The Placement Units are identical to the Units except as described in the Registration Statement. The Subscription Agreement shall state that the Sponsor has agreed (i) 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 21 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 (Zi Toprun Acquisition Corp.)
Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment LLC 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 422,275 220,000 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 Common Stock Ordinary Shares, the Rights, and the Warrants including in the Placement Units, and the Class A Ordinary Shares underlying the Warrants and issuable upon exercise 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 Firm Units Units, except that the Placement Units The placement units are identical to the units sold Warrants included in this offering except that the Placement Units (a) will not shall be transferable, assignable non-redeemable by the Company so long as the Warrants continue to be held by the initial purchasers of the Warrants or saleable until 30 days after the consummation of our Business Combination except to certain their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (b) will be entitled to registration rightsas 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 (i) 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 21 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)
Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment LLC Canna-Global LLC, a Delaware limited liability company (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 612,500 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 the Class A Common Stock issuable upon exercise of and the Warrants included in the Placement Units Units, and the Class A Common Stock underlying the Warrants included in the Placement Units, are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units Units, except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. Except as disclosed described 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 (i) 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 21 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 (Canna-Global Acquisition Corp)
Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment Liberty Fields, LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 477,775 units of the Company, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”), intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). The Placement Units, the shares of Class A Common Stock (the “Placement Shares”) and Warrants (the “Placement Warrants”) underlying the Placement Units, and the Class A shares of Common Stock issuable upon exercise of the Placement Units Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. 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 (i) 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 15 months or up to 21 months from the closing of this Offering if the Company extends the period of time chooses to consummate an initial Business Combination by the full amount of timeextend such period, as described in more detail in this Prospectus).
Appears in 1 contract
Samples: Underwriting Agreement (Liberty Resources Acquisition Corp.)
Placement Units. Simultaneously with the consummation of the OfferingClosing, Koo Dom Investment Bright Vision Sponsor LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 2.24.2 hereof) an aggregate of 422,275 Units 380,000 units (the “Placement Units”) and I-Bankers shall purchase from the Company pursuant to the Subscription Agreement an aggregate of 90,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement exempt from registration under the Act (the “Private Placement”). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Subscription Agreement, up to an additional 26,500 Placement Units and I-Bankers shall purchase from the Company pursuant to the Subscription Agreement an aggregate of 23,000 Placement Units at a purchase price of $10.00 per Placement Unit in a Private Placement. The Placement Units, Units and the Class A Common Stock issuable upon exercise of and Rights underlying the Placement Units 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 none of the Placement Units The placement units are identical to Securities may be sold, assigned or transferred by the units sold in this offering except that the Placement Units Sponsor, I-Bankers or their permitted transferees until thirty (a30) will not be transferable, assignable or saleable until 30 days after the consummation of our the Company’s initial Business Combination except to certain permitted transferees and (b) will be entitled to registration rightsCombination. 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 (i) 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 21 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 (Deep Medicine Acquisition Corp.)
Placement Units. Simultaneously with the consummation of the Offering, Koo Dom Investment Liberty Fields, LLC (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 422,275 427,775 units of the Company, which units are identical to the Firm Units subject to certain exceptions (the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”), intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). The Placement Units, the shares of Class A Common Stock (the “Placement Shares”) and Warrants (the “Placement Warrants”) underlying the Placement Units, and the Class A shares of Common Stock issuable upon exercise of the Placement Units Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Firm Units except that the Placement Units The placement units are identical to the units sold in this offering except that the Placement Units (a) will not be transferable, assignable or saleable until 30 days after the consummation of our Business Combination except to certain permitted transferees and (b) will be entitled to registration rights. 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 (i) 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 15 months or up to 21 months from the closing of this Offering if the Company extends the period of time chooses to consummate an initial Business Combination by the full amount of timeextend such period, as described in more detail in this Prospectus).
Appears in 1 contract
Samples: Underwriting Agreement (Liberty Resources Acquisition Corp.)