Private Shares. The Placement Shares have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Share Purchase Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Placement Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Placement Shares has been duly and validly taken. The Placement Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be.
Private Shares. On the Closing Date, the Private Shares have been purchased as provided for in the Subscription Agreement and the purchase price for such securities shall be deposited into the Trust Account.
Private Shares. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.22.2 hereof), an aggregate of 730,000 shares of Common Stock (with the Sponsor purchasing 682,750 shares of Common Stock and the Representative purchasing 47,250 shares of Common Stock), which shares are identical to the shares of Common Stock included in the Firm Units subject to certain exceptions (the “Placement Shares” or “Placement Securities”) at a purchase price of $10.00 per Placement Share in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company up to an additional 40,500 Placement Shares, at a purchase price of $10.00 per Placement Share 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 Shares is referred to herein as the “Private Placement.” None of the Placement Shares may be sold, assigned or transferred by the initial purchasers or their permitted transferees until after consummation of a Business Combination. The proceeds from the sale of the Placement Shares shall be deposited into the Trust Account. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities. The Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities”.
