Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.
Private Placement. The offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.
Private Placement. Assuming the accuracy of the representations and warranties of the Investors in Section 5 hereof, the offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act.
Private Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.
Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Investor set forth in Section 4 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investor under this Agreement.
Private Placement. Neither the Company nor any Person acting on the Company's behalf has sold or offered to sell or solicited any offer to buy the Securities by means of any form of general solicitation or advertising. Neither the Company nor any of its Affiliates nor any Person acting on the Company's behalf has, directly or indirectly, at any time within the past six months, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale of the Securities as contemplated hereby or (ii) cause the offering of the Securities pursuant to the Transaction Documents to be integrated with prior offerings by the Company for purposes of any applicable law, regulation or stockholder approval provisions, including, without limitation, under the rules and regulations of any Trading Market. The Company is not, and is not an Affiliate of, an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The Company is not a United States real property holding corporation within the meaning of the Foreign Investment in Real Property Tax Act of 1980.
Private Placement. Assuming the accuracy of the representations of the Purchasers in the Purchase Agreement, on each Closing Date and solely as this Section 3.9 relates to the issue and sale of the Warrant Shares on the date(s) of exercise of the Warrants and the issue and sale of the Agent Warrant Shares on the date(s) of exercise of the Agent Warrants, the offer, issue and sale of the Securities, the issuance of the Agent Warrant Shares upon exercise of the Agent Warrant (assuming no change in applicable law prior to the date the Shares and Agent Warrant Shares are issued), are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 (the “Securities Act”) and have been or will be registered or qualified (or are or will be exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would require registration under the Securities Act of the issuance of the Securities to the purchasers in the Private Placement or the Agent Warrants. The Shares, and upon the exercise of the Warrants pursuant to their terms, the Warrant Shares and Agent Warrant Shares will be quoted on the NASDAQ Capital Market or the OTCQB. Other than the Company SEC Documents, the Company has not distributed and will not distribute prior to a Closing any offering material in connection with the offering and sale of the Securities, unless such offering materials are provided to the Agent prior to or simultaneously with such delivery to the offerees of the Securities. The Company agrees that no Private Placement Documents (as hereinafter defined) or materials presented or distributed to the Potential Investors, including the Company SEC Documents, shall contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction f...
Private Placement. Assuming the accuracy of the representations and warranties of the Purchasers contained in Sections 4.2 and 4.3 hereof, the offer and sale of the Securities to the Purchasers as contemplated hereby is exempt from the registration requirements of the Securities Act.
