Common use of Placement Units Clause in Contracts

Placement Units. Simultaneously with the consummation of the Offering, A SPAC III (Holdings) Corp. (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 280,000 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 and Rights underlying the Placement Units are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, except that the Placement Units shall be non-redeemable by the Company so long as the Units continue to be held by the initial purchasers of the Units or their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (as 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 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 (SPAC III Acquisition Corp.), Underwriting Agreement (SPAC III Acquisition Corp.)

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Placement Units. Simultaneously with the consummation of the Offering, A SPAC III (Holdings) Corp. 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 280,000 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 Ordinary Shares and Rights underlying 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 Units, except that the Placement Units shall be non-redeemable by the Company so long as the Units continue to be held by the initial purchasers of the Units or their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (as defined in Section 2.27 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 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 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, A SPAC III (Holdings) Corp. 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 280,000 712,500 Units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units Units, and the Class A Ordinary Shares Common Stock and Rights the Warrants included in the Placement Units, and the Class A Common Stock underlying the Warrants included in the Placement Units Units, are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, except that the Placement Units shall be non-redeemable by the Company so long as the Units continue to be held by the initial purchasers of the Units or their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (as defined in Section 2.27 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 (Canna-Global Acquisition Corp), Underwriting Agreement (Canna-Global Acquisition Corp)

Placement Units. Simultaneously with the consummation of the Offering, A SPAC III (Holdings) Corp. 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 280,000 232,500 Units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units and the Class A 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 Units, except that the Placement Units shall be non-redeemable by the Company so long as the Units continue to be held by the initial purchasers of the Units or their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (as 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 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 (JVSPAC Acquisition Corp.), Underwriting Agreement (JVSPAC Acquisition Corp.)

Placement Units. Simultaneously with the consummation of the Offering, A SPAC III (Holdings) Corp. (the “Sponsor”) shall purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.25.2 hereof) an aggregate of 280,000 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 Class A Ordinary Shares and Rights underlying the Placement Units (including the Class A Ordinary Shares underlying such Rights) are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, except that none of the Placement Units shall Securities may be non-redeemable sold, assigned or transferred by the Company so long as Sponsor until the Units continue to be held by the completion of our initial purchasers of the Units or their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (as defined in Section 2.27 hereof))business combination. 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 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 (ASPAC III Acquisition Corp.), Underwriting Agreement (ASPAC III Acquisition Corp.)

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Placement Units. Simultaneously with the consummation of the Offering, A SPAC III (Holdings) Corp. 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 280,000 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 Ordinary Shares and Rights underlying 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 Units, except that the Placement Units shall be non-redeemable by the Company so long as the Units continue to be held by the initial purchasers of the Units or their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (as defined in Section 2.27 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 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 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, A SPAC III (Holdings) Corp. 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 280,000 612,500 Units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units Units, and the Class A Ordinary Shares Common Stock and Rights the Warrants included in the Placement Units, and the Class A Common Stock underlying the Warrants included in the Placement Units Units, are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, except that the Placement Units shall be non-redeemable by the Company so long as the Units continue to be held by the initial purchasers of the Units or their permitted transferees (as described in the Subscription Agreement and the Rights Agreement (as defined in Section 2.27 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 (Canna-Global Acquisition Corp)

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