Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 per Firm Unit. Each Firm Unit consists of one ordinary share, $0.0001 par value per share (the “Ordinary Shares”), and one right (the “Right(s)”), each Right entitling the holder to receive one-tenth of one Ordinary Share upon consummation of a Business Combination (defined below). The Ordinary Shares and Rights included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 3 contracts
Samples: Underwriting Agreement (Cayson Acquisition Corp), Underwriting Agreement (Calisa Acquisition Corp), Underwriting Agreement (Cayson Acquisition Corp)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 5,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.70 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of Class A common stock of the Company, par value $0.0001 par value per share (the “Ordinary SharesCommon Stock”), and one right (the “Right(s)”), each Right entitling the holder ) to receive one-tenth of one Ordinary Share upon share of Common Stock on consummation of a Business Combination (defined below) and one-half of one warrant (the “Warrant(s)”) each whole Warrant to purchase one share of Common Stock for $11.50 per share. The Ordinary Shares Common Stock, Rights and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”defined below) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 2 contracts
Samples: Underwriting Agreement (Draper Oakwood Technology Acquisition Inc.), Underwriting Agreement (Draper Oakwood Technology Acquisition Inc.)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.70 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of the Company, par value $0.0001 par value per share (the “Ordinary Shares”), and one right each to receive 1/10 of one Ordinary Share (the “Right(s)”), and one redeemable warrant (the “Warrant(s)”), each Right entitling the holder Warrant to receive one-tenth of purchase one Ordinary Share upon consummation of a Business Combination (defined below)for $11.50 per share. The Ordinary Shares Shares, Rights and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 2 contracts
Samples: Underwriting Agreement (Distoken Acquisition Corp), Underwriting Agreement (Distoken Acquisition Corp)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 10,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.5 below) of $9.45 per Firm Unit. Each Firm Unit consists of one ordinary share, $0.0001 par value per share (the “Ordinary Shares”), and one-half of one right redeemable warrant (the “Right(sWarrant(s)”), each Right entitling the holder whole Warrant to receive one-tenth of purchase one Ordinary Share upon consummation of a Business Combination (defined below)for $11.50 per share. The Ordinary Shares and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 2 contracts
Samples: Underwriting Agreement (Gesher I Acquisition Corp.), Underwriting Agreement (Gesher I Acquisition Corp.)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 10,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.80 per Firm Unit. Each Firm Unit consists of one ordinary share, $0.0001 par value per share (the “Ordinary Shares”), and one right (the “Right(s)”), each Right entitling the holder to receive one-tenth twentieth of one Ordinary Share upon consummation of a Business Combination (defined below). The Ordinary Shares and Rights included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 2 contracts
Samples: Underwriting Agreement (RF Acquisition Corp II), Underwriting Agreement (RF Acquisition Corp II)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 10,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.83 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of common stock, $0.0001 par value per share (the “Ordinary SharesCommon Stock”), and one right redeemable warrant (the “Right(sWarrant(s)”), each Right entitling the holder ) to receive one-tenth purchase one share of one Ordinary Share upon consummation of a Business Combination (defined below)Common Stock for $11.50 per whole share. The Ordinary Shares Common Stock and Rights Warrants included in the Firm Units will not be separately tradable until 90 52 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 2 contracts
Samples: Underwriting Agreement (Digital Health Acquisition Corp.), Underwriting Agreement (Digital Health Acquisition Corp.)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.75 per Firm Unit. Each Firm Unit consists of one ordinary share, $0.0001 par value per share (the “Ordinary Shares”), and one right (the “Right(s)”), each Right entitling the holder to receive one-tenth of one Ordinary Share upon consummation of a Business Combination (defined below). The Ordinary Shares and Rights included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 2 contracts
Samples: Underwriting Agreement (Bowen Acquisition Corp), Underwriting Agreement (Bowen Acquisition Corp)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 15,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.80 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of the Company, $0.0001 no par value per share (the “Ordinary Shares”), and one right (the “Right(s)”), each Right entitling the holder ) to receive one-tenth of one Ordinary Share upon on consummation of a Business Combination (defined below) and one-half of a redeemable warrant (the “Warrant(s)”), each whole Warrant to purchase one Ordinary Share for $11.50 per share. The Ordinary Shares and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”defined below) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.. EarlyBirdCapital, Inc.[l], 2017Page 2 of 41
Appears in 2 contracts
Samples: Underwriting Agreement (CM Seven Star Acquisition Corp), Underwriting Agreement (CM Seven Star Acquisition Corp)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 18,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.80 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of the Company, $0.0001 par value per share (the “Ordinary Shares”), and one right (the “Right(s)”), each Right entitling the holder ) to receive one-tenth of one Ordinary Share upon on consummation of a Business Combination (defined below) and one-half of a redeemable warrant (the “Warrant(s)”), each whole Warrant to purchase one Ordinary Share for $11.50 per share. The Ordinary Shares and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”defined below) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 2 contracts
Samples: Underwriting Agreement (CM Seven Star Acquisition Corp), Underwriting Agreement (CM Seven Star Acquisition Corp)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 10,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.80 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of the Company, par value $0.0001 par value per share (the “Ordinary Shares”), and one right (the “Right(s)”), each Right entitling the holder ) to receive one-tenth of one Ordinary Share upon on consummation of a Business Combination (as defined in Section 1.3.1 below) and one warrant, where each warrant entitles the holder to purchase one Ordinary Share for $11.50 per share (the “Warrant(s)”). The Ordinary Shares Shares, Rights and Rights Warrants included in the Firm Units will not be separately tradable until 90 52 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”defined below) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units Warrants (defined below) and issuing a press release and filing a Current Report on Form 8-K announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 2 contracts
Samples: Underwriting Agreement (Union Acquisition Corp.), Underwriting Agreement (Union Acquisition Corp.)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 20,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.80 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of the Company, $0.0001 par value per share (the “Ordinary Shares”), one redeemable warrant (the “Warrant(s)”) each to purchase one-half of one Ordinary Share for $5.75 per half share and one right (the “Right(s)”), each Right entitling the holder to receive one-tenth (1/10) of one an Ordinary Share upon consummation of a an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination (defined belowCombination”). The Ordinary Shares Shares, Warrants and Rights included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units Warrants (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Samples: Underwriting Agreement (TKK SYMPHONY ACQUISITION Corp)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 15,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.4 below) of $9.45 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of common stock, $0.0001 0.001 par value per share (the “Ordinary SharesCommon Stock”), and one right (the “Right(s)”), each Right entitling the holder ) to receive one-tenth (1/10) of one Ordinary Share share of Common Stock upon the consummation of a an initial Business Combination (as defined below), and one-half of one redeemable warrant (the “Warrant(s)”) each whole Warrant to purchase one share of Common Stock for $11.50 per share. The Ordinary Shares Common Stock, Rights, and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units Warrants (defined below) and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Samples: Underwriting Agreement (Accretion Acquisition Corp.)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 10,000,000 units of the Company (the “Firm Units”) at and shall pay the Underwriter’s a purchase price (net of discounts and commissions) fee of $9.45 per Firm Unit500,000, which is inclusive of a fee of $100,000 payable to the QIU. Each Firm Unit consists of one ordinary shareshare of common stock, $0.0001 par value per share (the “Ordinary SharesCommon Stock”), and one right redeemable warrant (the “Right(sWarrant(s)”), each Right entitling the holder ) to receive onepurchase three-tenth of one Ordinary Share upon consummation quarters of a Business Combination share of Common Stock for $11.50 per whole share (defined beloweach, a “Unit”). The Ordinary Shares Common Stock and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Placement Units (defined below) and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Samples: Underwriting Agreement (Western Acquisition Ventures Corp.)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 10,000,000 units of the Company (the “Firm Units”) at and shall pay the Underwriter’s a purchase price (net of discounts and commissions) fee of $9.45 per Firm Unit500,000, which is inclusive of a fee of $100,000 payable to the QIU. Each Firm Unit consists of one ordinary shareshare of common stock, $0.0001 par value per share (the “Ordinary SharesCommon Stock”), and one right redeemable warrant (the “Right(sWarrant(s)”)) to purchase one share of Common Stock for $11.50 per whole share (each, each Right entitling the holder to receive one-tenth of one Ordinary Share upon consummation of a Business Combination (defined below“Unit”). The Ordinary Shares Common Stock and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Placement Units (defined below) and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Samples: Underwriting Agreement (Western Acquisition Ventures Corp.)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 17,500,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.80 per Firm Unit. Each Firm Unit consists of one-half of one ordinary share, $0.0001 par value per share (the “Ordinary Shares”), one-half of one convertible preferred share (“Preferred Shares”) and one-half of one right warrant (the “Right(sWarrant(s)”), each Right entitling the holder to receive one-tenth of one Ordinary Share upon consummation of a Business Combination (defined below). The Ordinary Shares, Preferred Shares and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units Warrants (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 22,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.80 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of the Company, $0.0001 par value per share (the “Ordinary Shares”), one redeemable warrant (the “Warrant(s)”) each to purchase one-half of one Ordinary Share for $5.75 per half share and one right (the “Right(s)”), each Right entitling the holder to receive one-tenth (1/10) of one an Ordinary Share upon consummation of a an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination (defined belowCombination”). The Ordinary Shares Shares, Warrants and Rights included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units Warrants (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Samples: Underwriting Agreement (TKK SYMPHONY ACQUISITION Corp)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 4,250,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.75 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of the Company, $0.0001 no par value per share (the “Ordinary Shares”), and one right (the “Right(s)”), each Right entitling the holder ) to receive one-tenth of one Ordinary Share upon on consummation of a Business Combination (defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant exercisable to purchase one Ordinary Share for $11.50 per share. The Ordinary Shares Shares, Rights and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”defined below) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units Warrants (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 18,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.4 below) of $9.45 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of common stock, $0.0001 0.001 par value per share (the “Ordinary SharesCommon Stock”), and one right (the “Right(s)”), each Right entitling the holder ) to receive one-tenth (1/10) of one Ordinary Share share of Common Stock upon the consummation of a an initial Business Combination (as defined below), and one-half of one redeemable warrant (the “Warrant(s)”) each whole Warrant to purchase one share of Common Stock for $11.50 per share. The Ordinary Shares Common Stock, Rights, and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units Warrants (defined below) and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Samples: Underwriting Agreement (Accretion Acquisition Corp.)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 10,000,000 units of the Company (the “Firm Units”) at and shall pay the Underwriter’s a purchase price (net of discounts and commissions) fee of $9.45 per Firm Unit500,000, which is inclusive of a fee of $100,000 payable to the QIU. Each Firm Unit consists /consists of one ordinary shareshare of common stock, $0.0001 par value per share (the “Ordinary SharesCommon Stock”), and one right redeemable warrant (the “Right(sWarrant(s)”)) to purchase one a share of Common Stock for $11.50 per whole share (each, each Right entitling the holder to receive one-tenth of one Ordinary Share upon consummation of a Business Combination (defined below“Unit”). The Ordinary Shares Common Stock and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Placement Units (defined below) and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Samples: Underwriting Agreement (Western Acquisition Ventures Corp.)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 10,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.80 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of common stock of the Company, par value $0.0001 par value per share (the “Ordinary SharesCommon Stock”), and one right (the “Right(s)”), each Right entitling the holder ) to receive one-tenth of one Ordinary Share upon share of Common Stock on consummation of a Business Combination (defined below) and one warrant (the “Warrant(s)”) to purchase one share of Common Stock for $11.50 per share. The Ordinary Shares Common Stock, Rights and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”defined below) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Samples: Underwriting Agreement (Black Ridge Acquisition Corp.)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 20,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.4 below) of $9.45 per Unit (such Units, collectively, the “Firm UnitUnits”). Each Firm Unit consists of one ordinary shareshare of Class A common stock, $0.0001 par value per share (the “Ordinary SharesClass A Common Stock”), and three quarters of one right redeemable warrant (the “Right(sWarrant(s)”), each Right whole Warrant entitling the holder to receive one-tenth purchase one share of one Ordinary Share upon consummation of a Business Combination (defined below)Common Stock for $11.50 per share. The Ordinary Shares Class A Common Stock and Rights Warrants included in the Firm Units will not be separately tradable until 90 ninety (90) days after the date hereof unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units Warrants (defined below) and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the units and only whole Warrants will trade. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Samples: Underwriting Agreement (Black Mountain Acquisition Corp.)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 20,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.4 below) of $9.45 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of common stock, $0.0001 par value per share (the “Ordinary SharesCommon Stock”), and one-half of one right redeemable warrant (the “Right(sWarrant(s)”), each Right entitling the holder whole Warrant to receive one-tenth purchase one share of one Ordinary Share upon consummation of a Business Combination (defined below)Common Stock for $11.50 per share. The Ordinary Shares Common Stock and Rights Warrants included in the Firm Units will not be separately tradable until 90 52 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units Warrants (defined below) and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the units and only whole Warrants will trade. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.. , 2021
Appears in 1 contract
Samples: Underwriting Agreement (Adit EdTech Acquisition Corp.)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 24,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.4 below) of $9.45 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of common stock, $0.0001 par value per share (the “Ordinary SharesCommon Stock”), and one-half of one right redeemable warrant (the “Right(sWarrant(s)”), each Right entitling the holder whole Warrant to receive one-tenth purchase one share of one Ordinary Share upon consummation of a Business Combination (defined below)Common Stock for $11.50 per share. The Ordinary Shares Common Stock and Rights Warrants included in the Firm Units will not be separately tradable until 90 52 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units Warrants (defined below) and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the units and only whole Warrants will trade. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Samples: Underwriting Agreement (Adit EdTech Acquisition Corp.)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.75 per Firm Unit. Each Firm Unit consists of one ordinary share, $0.0001 par value per share (the “Ordinary Shares”), and one right (the “Right(s)”), each Right entitling the holder to receive one-tenth of one Ordinary Share upon consummation of a Business Combination (defined below). The Ordinary Shares and Rights included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.. EarlyBirdCapital, Inc.December 19, 2022Page 2 of 37
Appears in 1 contract
Samples: Underwriting Agreement (AlphaVest Acquisition Corp.)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 6,000,000 25,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.45 9.55 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of common stock, $0.0001 par value per share (the “Ordinary SharesCommon Stock”), and one right redeemable warrant (the “Right(sWarrant(s)”), each Right entitling the holder whole Warrant to receive one-tenth purchase one Share of one Ordinary Share upon consummation of a Business Combination (defined below)Common Stock for $11.50 per share. The Ordinary Shares shares of Common Stock and Rights Warrants included in the Firm Units will not be trade separately tradable until 90 days on the 52nd day after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units Warrants (as defined belowin Section 1.5.2) and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Samples: Underwriting Agreement (Makara Strategic Acquisition Corp.)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 24,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.5 below) of $9.45 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of common stock, $0.0001 par value per share (the “Ordinary SharesCommon Stock”), and one-half of one right redeemable warrant (the “Right(sWarrant(s)”), each Right entitling the holder whole Warrant to receive one-tenth purchase one share of one Ordinary Share upon consummation of a Business Combination (defined below)Common Stock for $11.50 per share. The Ordinary Shares shares of Common Stock and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 15,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.80 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of the Company, $0.0001 par value per share (the “Ordinary Shares”), and one right (the “Right(s)”), each Right entitling the holder to receive one-tenth (1/10) of one an Ordinary Share upon consummation of a any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination Combination”), and one redeemable warrant (defined belowthe “Warrant(s)”) each to purchase one Ordinary Share for $11.50 per share. The Ordinary Shares Shares, Rights and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 5,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.75 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of the Company, $0.0001 no par value per share (the “Ordinary Shares”), and one right (the “Right(s)”), each Right entitling the holder ) to receive one-tenth of one Ordinary Share upon on consummation of a Business Combination (defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant exercisable to purchase one Ordinary Share for $11.50 per share. The Ordinary Shares Shares, Rights and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”defined below) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units Warrants (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 18,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.80 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of the Company, $0.0001 par value per share (the “Ordinary Shares”), and one right (the “Right(s)”), each Right entitling the holder to receive one-tenth (1/10) of one an Ordinary Share upon consummation of a any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination Combination”), and one redeemable warrant (defined belowthe “Warrant(s)”) each to purchase one Ordinary Share for $11.50 per share. The Ordinary Shares Shares, Rights and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.75 per Firm Unit. Each Firm Unit consists of one ordinary share, $0.0001 par value per share (the “Ordinary Shares”), and one right (the “Right(s)”), each Right entitling the holder to receive one-tenth of one Ordinary Share upon consummation of a Business Combination (defined below). The Ordinary Shares and Rights included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.. EarlyBirdCapital, Inc._______, 2022Page 2 of 44
Appears in 1 contract
Samples: Underwriting Agreement (AlphaVest Acquisition Corp.)
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 20,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissionscommissions and the Deferred Underwriting Commission described in Section 1.5 below) of $9.45 per Firm Unit. Each Firm Unit consists of one ordinary shareshare of common stock, $0.0001 par value per share (the “Ordinary SharesCommon Stock”), and one-half of one right redeemable warrant (the “Right(sWarrant(s)”), each Right entitling the holder whole Warrant to receive one-tenth purchase one share of one Ordinary Share upon consummation of a Business Combination (defined below)Common Stock for $11.50 per share. The Ordinary Shares shares of Common Stock and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.
Appears in 1 contract
Purchase of Units. The issuance, sale and purchase of the Units shall take place in two separate closings, the first of which is referred to herein as the "FIRST CLOSING" and the second of which is referred to herein as the "SECOND CLOSING".
(i) On the basis of the representations and warranties herein containedFirst Closing Date (as defined below), but subject to the terms satisfaction (or waiver) of the conditions set forth in Section 6 and conditions herein set forthSection 7 below, the Company agrees to shall issue and sell to each Purchaser, and each Purchaser agrees to purchase from the several UnderwritersCompany, severally and not jointly, an aggregate such number of 6,000,000 units of the Company (the “Firm Units”) at a Units as is set forth on such Purchaser's Execution Page attached hereto. The purchase price (net the "PURCHASE PRICE") per Unit shall be equal to Ten Thousand Dollars ($10,000). Notwithstanding anything to the contrary contained herein, in no event will the Company be obligated to issue at the First Closing more than the maximum number of discounts and commissionsUnits permissible under Rule 4350(i) of $9.45 per Firm Unitthe National Association of Securities Dealers, Inc. ("NASD") without stockholder approval. Each Firm Unit consists Any Units subscribed for but unissued at the First Closing due to the preceding sentence shall be allocated pro rata among the Purchasers based on the total number of one ordinary share, $0.0001 par value per share (Units being purchased in the “Ordinary Shares”)aggregate at the First Closing and Second Closing compared to each Purchaser's percentage thereof, and one right such Units shall be purchased and issued at the Second Closing.
(ii) On the “Right(s)”), each Right entitling the holder to receive one-tenth of one Ordinary Share upon consummation of a Business Combination Second Closing Date (as defined below). The Ordinary Shares and Rights included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission satisfaction (the “Commission”or waiver) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of conditions set forth in Section 6 and Section 7 below, the Offering (defined below) Company shall issue and the sale of the Private Units (defined below) sell to each Purchaser, and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree each Purchaser agrees to purchase from the Company the such number of Firm Units as is set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unitsuch Purchaser's Execution Page attached hereto.
Appears in 1 contract
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 6,000,000 4,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.45 9.65 per Firm Unit. Unit Each Firm Unit consists of one ordinary shareshare of the Company, $0.0001 no par value per share (the “Ordinary Shares”), and one right each to receive 1/10 of one ordinary share of the Company (the “Right(s)”), and one redeemable warrant (the “Warrant(s)”) each Right entitling the holder to receive one-tenth of purchase one Ordinary Share upon consummation of a Business Combination (defined below)for $11.50 per share. The Ordinary Shares Shares, Rights and Rights Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet (the “Audited Balance Sheet”) reflecting the Company’s receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit.. EarlyBirdCapital, Inc. , 2020 Page 2 of 45
Appears in 1 contract
Samples: Underwriting Agreement (Brilliant Acquisition Corp)