Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc., as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (Bison Capital Acquisition Corp.)
Purchase Option. THIS CERTIFIES THATProvided that at the time Tenant exercises its rights under this Section 33.2: (i) this Lease remains in full force and effect, in consideration of $100.00 duly paid (ii) there is not then an outstanding Default by or on behalf of EarlyBirdCapitalTenant under this Lease which has continued beyond applicable notice and cure periods, Inc., as registered owner and (the “Holder”iii) of this purchase option Tenant is occupying one hundred percent (this “Purchase Option”), to Bison Capital Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”100%) of the Company’s registration statement Premises, then and in such event Tenant shall have a one-time option to purchase the Property at the end of the initial Term or provided that the damage or destruction was not caused by the gross negligence or intentional misconduct of any Tenant Party, if this Lease shall have terminated by reason of the provisions contained in Section 21.2.1 or 21.2.2 above (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”"Purchase Option"). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this The Purchase Option may be exercised by Tenant sending written notice (the "Purchase Option Exercise Notice") to Landlord during the time period commencing on the next succeeding date that is eighteen (18) months prior to the expiration of the initial Term and ending on the date that is nine (9) months prior to the expiration of the initial Term (the "Option Period"), provided in the event Tenant is entitled to exercise the Purchase Option following a termination of this Lease under Section 21.2.1 or 21.2.2, Tenant may exercise the Purchase Option by delivering the Purchase Option Exercise Notice to Landlord within thirty (30) days following such termination. In the event that Tenant fails to deliver a Purchase Option Exercise Notice during the Purchase Option Period, then Tenant’s Purchase Option shall be deemed void and of no further force or effect. In the event that Tenant timely delivers the Purchase Option Exercise Notice to Landlord, then the purchase price (the "Option Purchase Price") to be paid by Tenant to Landlord for the Property shall be the greater of: (A) the fair market value of an occupied rental property with a comparable use; or (B) a seven and one-half percent (7.5%) capitalization rate derived from market rental rates for industrial properties in the relevant competitive market. Landlord and Tenant shall negotiate in good faith regarding the amount of the Option Purchase Price for a period of up to thirty (30) days following Tenant’s exercise of the Purchase Option. In the event the parties fail to reach agreement within such thirty (30) day which is not such a day period, at the election of either party, the Option Purchase Price shall be determined in accordance with the terms hereinof Section 32.2.2, below. Notwithstanding anything Until the Option Purchase Price is finally determined, Tenant’s obligation to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the fund five year anniversary percent (5%) of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Option Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified Price into escrow as provided in Section 6 hereof33.2.1, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercisebelow, shall be adjusted based upon Tenant’s determination of the Option Purchase Price. In the event the final Option Purchase Price is determined to be different than Tenant’s determination, Tenant shall fund the escrow account in the amount of such discrepancy, or the escrow agent shall refund to Tenant the amount of such discrepancy, as therein specifiedapplicable, within ten (10) business days following final determination of the Option Purchase Price. Landlord acknowledges that following Tenant’s timely exercise of the Purchase Option in accordance with this Section 33.2, Tenant may designate a different person or entity to take title to the Property at the closing.
33.2.1. If Landlord timely receives a Purchase Option Exercise Notice from Tenant, then (i) the parties shall cooperate and coordinate in good faith to arrange for the closing to occur upon the expiration of the initial Term, (ii) the closing shall be conducted in accordance with local custom and practice regarding the closing prorations and adjustments and responsibility for closing costs and recording fees, (iii) Tenant shall place into escrow, with an escrow agent satisfactory to Landlord and Tenant, ▇▇▇▇▇▇▇ money in the amount of five percent (5%) of the Option Purchase Price no later than the expiration of the Purchase Option Exercise Period, which shall serve as liquidated damages to Landlord in the event that Tenant fails to close on the Property, (iv) Tenant shall accept the Property “AS IS,” “WHERE IS,” and “WITH ALL FAULTS,” with no warranty or representation of any nature whatsoever, and (v) at the closing, the Option Purchase Price shall be payable in cash or other method acceptable to Landlord.
33.2.2. Any disputes regarding the provisions of this Section 33.2, including but not limited to any disputes regarding the Option Purchase Price, shall be resolved by arbitration as follows: the parties shall promptly meet and confer to attempt in good faith to resolve such dispute, and if such dispute is not resolved within thirty (30) days after Landlord or Tenant delivers written notice of such dispute to the other, the parties shall direct the local office of the JAMS to appoint an arbitrator who shall have a minimum of ten (10) years’ experience in commercial real estate disputes and who shall not be affiliated with either Landlord or Tenant and has not worked for either party or its affiliates at any time during the prior ten (10) years. Both Landlord and Tenant shall have the opportunity to present evidence and outside consultants to the arbitrator. The term “arbitration shall be conducted in accordance with the expedited commercial arbitration rules of the JAMS insofar as such rules are not inconsistent with the provisions of this Lease (in which case the provisions of the Lease shall govern). The cost of the arbitration (exclusive of each party’s witness and attorneys’ fees, which shall be paid by such party) shall be borne equally by the parties. The arbitrator’s decision shall be final and binding upon the parties.
33.2.3. Tenant acknowledges that a Purchase Option Memorandum (as defined in the Purchase Agreement) has been recorded against the Premises to reflect the Purchase Option set forth herein. In the event that: (a) Tenant fails to timely and properly exercise the Purchase Option during the Option Period; (b) Tenant assigns its rights under this Lease or otherwise subleases all or any portion of the Premises other than in the case of a Permitted Transfer; (c) this Lease is terminated for any reason (other than by reason of a casualty); or (d) Tenant fails to timely exercise the Purchase Option following termination of the Lease by reason of a casualty, then the Purchase Option shall be deemed terminated and of no force or effect and Landlord shall be entitled to record the Termination of Purchase Option Memorandum (as defined in the Purchase Agreement). Tenant agrees to promptly execute and deliver any such further documents as may be reasonably requested by Landlord to remove the Purchase Option Memorandum from record title to the Premises.
Appears in 1 contract
Sources: Lease Agreement (Innovative Industrial Properties Inc)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapitalMaxim Partners, Inc.LLC (collectively, with its successors and permitted assigns and/or transferees, the "Holder"), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Asia Special Situation Acquisition Corp. (the “"Company”"), the Holder is entitled, at any time or from time to time from the later of after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities Business Combination (“Business Combination”) or June 19, 2018 (the “"Commencement Date”"), until and at or before 5:00 p.m., New York City local timeEastern Time, on the five year anniversary of the effective date January 16, 2013 (the “Effective "Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”"), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Three Hundred Eighty Thousand (380,000) units (“Unit(s)”the "Units") of the Company, each Unit consisting of one ordinary share of the Company, no par value $0.0001 per share (“the "Ordinary Shares”"), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”the "Warrant") each whole Warrant expiring four (4) years from the effective date ("Effective Date") of the registration statement ("Registration Statement") pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)”"Offering"). Each Warrant is contains the same terms and conditions as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“the "Public Warrants”"), including that the Warrants underlying the Units comprising this Purchase Option which have an exercise price of $7.50 per share. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 12.50 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “"
Appears in 1 contract
Sources: Purchase Option Agreement (Asia Special Situation Acquisition Corp)
Purchase Option. THIS CERTIFIES THAT, in consideration (a) Without prejudice to the enforcement of $100.00 duly paid by or on behalf the remedies of EarlyBirdCapital, Inc., as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Corp. (Senior Agents and the “Company”), the Holder is entitledother Senior Claimholders, at any time or from time to time from during the later of fifteen (15) Business Day period following the consummation by the Company occurrence of a mergerTriggering Event, share exchangethen, asset acquisitionin any such case, share purchase, recapitalization, reorganization or other similar business combination with any one or more businesses of the Subordinated Claimholders (acting in their individual capacity or entities through one or more affiliates) shall have the right, but not the obligation (each Subordinated Claimholder having a ratable right to make the purchase, with each Subordinated Claimholder’s right to purchase being automatically proportionately increased by the amount not purchased by another Subordinated Claimholder), upon advance written notice from such Subordinated Claimholders (a “Business CombinationPurchase Notice”) or June 19, 2018 to the Senior Agents (which notice may be given at any time during the “Commencement Date”ten (10) Business Days following the occurrence of the Triggering Event), for the benefit of the Senior Claimholders, to acquire from the Senior Claimholders all (but not less than all) of the right, title, and interest of the Senior Claimholders in and to the Senior Obligations and the Senior Loan Documents. The Purchase Notice, if given, shall be irrevocable.
(b) On the date specified in the Purchase Notice (which shall not be later than (x) ten (10) Business Days after the receipt by the Senior Agents of the Purchase Notice or (y) fifteen (15) Business Days after occurrence of the Triggering Event), the Senior Claimholders shall sell to the purchasing Subordinated Claimholders and purchasing Subordinated Claimholders shall purchase from the Senior Claimholders, the Senior Obligations. During the seven (7) Business Day period following occurrence of the Triggering Event, the Senior Agent and the other Senior Claimholders shall not, absent the existence of Exigent Circumstances, Exercise any Secured Creditor Remedies until 5:00 the end of such seven (7) Business Day period. In the event that the Subordinated Agent delivers the Purchase Notice to the Senior Agents within the ten (10) Business Day period following the occurrence of the Triggering Event, the Senior Agent and the other Senior Claimholders shall not, absent the existence of Exigent Circumstances, Exercise any Secured Creditor Remedies (to the extent such action has not been taken) until the earlier of (x) the tenth (10th) Business Day after receipt by the Senior Agents of the Purchase Notice or (y) the fifteenth (15th) Business Day after occurrence of the Triggering Event.
(c) On the date of such purchase and sale, purchasing Subordinated Claimholders shall (i) pay to each Senior Agent, for the benefit of the applicable Senior Claimholders, as the purchase price therefor the full amount of all the Senior Obligations (other than Senior Obligations cash collateralized in accordance with clause (c)(ii) below) then outstanding and unpaid, (ii) furnish (A) Letter of Credit Collateralization to the Senior Revolving Loan Agent in such amounts as the Senior Revolving Loan Agent determines is reasonably necessary (but not in excess of 105% of the face amount thereof) to secure the Senior Revolving Loan Agent and the applicable Senior Claimholders in connection with any issued and outstanding Letters of Credit, and (B) Bank Product Collateralization to the Senior Revolving Loan Agent in such amounts as the Senior Revolving Loan Agent determines is reasonably necessary to secure the Senior Revolving Loan Agent and the applicable Senior Claimholders in connection with any outstanding Bank Product Obligations, (iii) agree to reimburse the Senior Agents and the Senior Claimholders for all expenses to the extent earned or due and payable in accordance with the Senior Loan Documents (including the reimbursement of extraordinary expenses, financial examination expenses, and appraisal fees), and (iv) if the purchasing Subordinated Claimholders include the Sponsor or any of its Affiliates, pay a supplemental purchase price to each Senior Agent, for the benefit of the Senior Claimholders, in respect of their purchase under this Section 9 in an amount equal to the portion of the prepayment premium, make-whole obligation or early termination fee to which the Senior Agents and the other Senior Claimholders would have been entitled to receive had the Senior Obligations been paid in full on the date of such purchase and sale. Anything contained in this paragraph to the contrary notwithstanding, in the event that (W) purchasing Subordinated Claimholders do not include the Sponsor or any of its Affiliates, (X) purchasing Subordinated Claimholders receive all or a portion of any prepayment premium, make-whole obligation or early termination fee payable pursuant to the Senior Loan Documents in cash, (Y) all Senior Obligations purchased by such purchasing Subordinated Claimholders and all of the Subordinated Obligations, including principal, interest and fees thereon and costs and expenses of collection thereof (including reasonable attorneys fees and legal expenses), are repaid in full in cash, and (Z) each Senior Credit Agreement is terminated, in each case, within 90 days following the date on which the purchasing Subordinated Claimholders pay the purchase price described in clauses (i)-(iii) of this paragraph, then, within three (3) Business Days after receipt by such Subordinated Claimholders of such amounts, purchasing Subordinated Claimholders shall pay a supplemental purchase price to each applicable Senior Agent, for the benefit of the applicable Senior Claimholders, in respect of their purchase under this Section 9 in an amount equal to the portion of the prepayment premium, make-whole obligation or early termination fee received by purchasing Subordinated Claimholders to which the Senior Claimholders would have been entitled to receive had the purchase under this paragraph not occurred. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the applicable Senior Agent as such Senior Agent may designate in writing to the Subordinated Agent for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by purchasing Subordinated Claimholders to the bank account designated by the applicable Senior Agent are received in such bank account prior to 2:00 p.m., New York City local time, on and interest shall be calculated to and including such Business Day if the five year anniversary amounts so paid by purchasing Subordinated Claimholders to the bank account designated by the applicable Senior Agent are received in such bank account later than 2.00 p.m., New York City time.
(d) Such purchase shall be expressly made without representation or warranty of any kind by the Senior Agents and the Senior Claimholders as to the Senior Obligations so purchased or otherwise and without recourse to any Senior Agent or any Senior Claimholder, except that each Senior Claimholder shall represent and warrant: (i) that the amount quoted by such Senior Claimholder as its portion of the effective date (purchase price represents the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale amount shown as owing with respect to the public claims transferred as reflected on its books and records, (ii) it owns, or has the “Offering”right to transfer to purchasing Subordinated Claimholders, the rights being transferred, and (iii) such transfer will be free and clear of Liens.
(e) If the Subordinated Claimholders fail to exercise their purchase right under this Section 9 within the ten (10) day period described above in Section 9(a), or fail to close the purchase within the required time period described above in Section 9(a), the Senior Agents and the Senior Claimholders shall have no further obligations to the Subordinated Claimholders under this Section 9.
(f) In the event that any one or more of Subordinated Claimholders exercises and consummates the purchase option set forth in this Section 9, (i) each Senior Agent shall have the right, but not thereafter (the “Expiration Date”)obligation, to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) of immediately resign its role as such under the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combinationapplicable Senior Credit Agreement, and one-half of one warrant (“Warrant(s)”ii) purchasing Subordinated Claimholders shall have the right, but not the obligation, to require each whole Warrant Senior Agent to purchase one Ordinary Share. Each Right is immediately resign under the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “applicable Senior Credit Agreement.
Appears in 1 contract
Sources: Senior Revolving Credit Agreement (Bumble Bee Capital Corp.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 $ duly paid by or on behalf of EarlyBirdCapital, Inc.(“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Argyle Security Acquisition Corp. (the “Company”)Corporation, the Holder is entitled, at any time or from time to time from upon the later of (i) the consummation by the Company of a mergerBusiness Combination and (ii) , share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2006 (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local timeEastern Time, on the five year anniversary of the effective date , 2010 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 ( ) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $.0001 per share (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant expiring four years from the effective date (“Effective Date”) of the registration statement (“Registration Statement”) pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is the same as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”) except that the Warrants have an exercise price of $8.80 per share (“Warrant Exercise Price”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 $ per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (Argyle Security Acquisition CORP)
Purchase Option. THIS CERTIFIES THATProvided that at the time Tenant exercises its rights under this Section 33.2: (i) this Lease remains in full force and effect, in consideration of $100.00 duly paid (ii) there is not then an outstanding Default by or on behalf of EarlyBirdCapitalTenant under this Lease which has continued beyond applicable notice and cure periods, Inc., as registered owner and (the “Holder”iii) of this purchase option Tenant is occupying one hundred percent (this “Purchase Option”), to Bison Capital Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”100%) of the Company’s registration statement Premises, then and in such event Tenant shall have a one-time option to purchase the Property at the end of the initial Term or provided that the damage or destruction was not caused by the gross negligence or intentional misconduct of any Tenant Party, if this Lease shall have terminated by reason of the provisions contained in Section 21.2.1 or 21.2.2 above (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”"Purchase Option"). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this The Purchase Option may be exercised by Tenant sending written notice (the "Purchase Option Exercise Notice") to Landlord during the time period commencing on the next succeeding date that is eighteen (18) months prior to the expiration of the initial Term and ending on the date that is nine (9) months prior to the expiration of the initial Term (the "Option Period"), provided in the event Tenant is entitled to exercise the Purchase Option following a termination of this Lease under Section 21.2.1 or 21.2.2, Tenant may exercise the Purchase Option by delivering the Purchase Option Exercise Notice to Landlord within thirty (30) days following such termination. In the event that Tenant fails to deliver a Purchase Option Exercise Notice during the Purchase Option Period, then Tenant’s Purchase Option shall be deemed void and of no further force or effect. In the event that Tenant timely delivers the Purchase Option Exercise Notice to Landlord, then the purchase price (the "Option Purchase Price") to be paid by Tenant to Landlord for the Property shall be the greater of: (A) the fair market value of an occupied rental property with a comparable use; or (B) a seven and one-half percent (7.5%) capitalization rate derived from market rental rates for industrial properties in the relevant competitive market. Landlord and Tenant shall negotiate in good faith regarding the amount of the Option Purchase Price for a period of up to thirty (30) days following Tenant’s exercise of the Purchase Option. In the event the parties fail to reach agreement within such thirty (30) day which is not such a day period, at the election of either party, the Option Purchase Price shall be determined in accordance with the terms hereinof Section 32.2.2, below. Notwithstanding anything Until the Option Purchase Price is finally determined, Tenant’s obligation to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the fund five year anniversary percent (5%) of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Option Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified Price into escrow as provided in Section 6 hereof33.2.1, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercisebelow, shall be adjusted based upon Tenant’s determination of the Option Purchase Price. In the event the final Option Purchase Price is determined to be different than Tenant’s determination, Tenant shall fund the escrow account in the amount of such discrepancy, or the escrow agent shall refund to Tenant the amount of such discrepancy, as therein specifiedapplicable, within ten (10) business days following final determination of the Option Purchase Price. Landlord acknowledges that following Tenant’s timely exercise of the Purchase Option in accordance with this Section 33.2, Tenant may designate a different person or entity to take title to the Property at the closing.
33.2.1. If Landlord timely receives a Purchase Option Exercise Notice from Tenant, then (i) the parties shall cooperate and coordinate in good faith to arrange for the closing to occur upon the expiration of the initial Term, (ii) the closing shall be conducted in accordance with local custom and practice regarding the closing prorations and adjustments and responsibility for closing costs and recording fees, (iii) Tenant shall place into escrow, with an escrow agent satisfactory to Landlord and Tenant, e▇▇▇▇▇▇ money in the amount of five percent (5%) of the Option Purchase Price no later than the expiration of the Purchase Option Exercise Period, which shall serve as liquidated damages to Landlord in the event that Tenant fails to close on the Property, (iv) Tenant shall accept the Property “AS IS,” “WHERE IS,” and “WITH ALL FAULTS,” with no warranty or representation of any nature whatsoever, and (v) at the closing, the Option Purchase Price shall be payable in cash or other method acceptable to Landlord.
33.2.2. Any disputes regarding the provisions of this Section 33.2, including but not limited to any disputes regarding the Option Purchase Price, shall be resolved by arbitration as follows: the parties shall promptly meet and confer to attempt in good faith to resolve such dispute, and if such dispute is not resolved within thirty (30) days after Landlord or Tenant delivers written notice of such dispute to the other, the parties shall direct the local office of the JAMS to appoint an arbitrator who shall have a minimum of ten (10) years’ experience in commercial real estate disputes and who shall not be affiliated with either Landlord or Tenant and has not worked for either party or its affiliates at any time during the prior ten (10) years. Both Landlord and Tenant shall have the opportunity to present evidence and outside consultants to the arbitrator. The term “arbitration shall be conducted in accordance with the expedited commercial arbitration rules of the JAMS insofar as such rules are not inconsistent with the provisions of this Lease (in which case the provisions of the Lease shall govern). The cost of the arbitration (exclusive of each party’s witness and attorneys’ fees, which shall be paid by such party) shall be borne equally by the parties. The arbitrator’s decision shall be final and binding upon the parties.
33.2.3. Tenant acknowledges that a Purchase Option Memorandum (as defined in the Purchase Agreement) has been recorded against the Premises to reflect the Purchase Option set forth herein. In the event that: (a) Tenant fails to timely and properly exercise the Purchase Option during the Option Period; (b) Tenant assigns its rights under this Lease or otherwise subleases all or any portion of the Premises other than in the case of a Permitted Transfer; (c) this Lease is terminated for any reason (other than by reason of a casualty); or (d) Tenant fails to timely exercise the Purchase Option following termination of the Lease by reason of a casualty, then the Purchase Option shall be deemed terminated and of no force or effect and Landlord shall be entitled to record the Termination of Purchase Option Memorandum (as defined in the Purchase Agreement). Tenant agrees to promptly execute and deliver any such further documents as may be reasonably requested by Landlord to remove the Purchase Option Memorandum from record title to the Premises.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Innovative Industrial Properties Inc)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 funds duly paid by or on behalf of EarlyBirdCapital, Inc.[___________] ("Holder"), as registered owner of this Purchase Option, to Selway Capital Acquisition Corporation (the “Holder”) of this purchase option (this “Purchase Option”"Company"), to Bison Capital Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from the later of (i) the consummation by the Company of a mergeran initial Acquisition Transaction or Post-Acquisition Tender Offer and (ii) [___________], share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 2012 (the “"Commencement Date”"), until and at or before 5:00 p.m., New York City local timeEastern Time, on the five year anniversary earlier of (a) [___________], 2016, and (b) the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale day immediately prior to the public (day on which the “Offering”), but not thereafter Company and all of its predecessors and successors have been dissolved (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 [150,000] units (the “Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of Common Stock of the Company, no $0.0001 par value per share (collectively, the “Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (collectively, the “Warrant(s)Warrants”) each whole Warrant to purchase one Ordinary Share. Each Right is share of Common Stock expiring five years from the same as effective date (the right included in “Effective Date”) of the units being registered registration statement pursuant to which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). If not exercised on or prior to the Expiration Date, this Purchase Option shall expire worthless and be of no further force and effect. Each Warrant is on the same terms and conditions as the warrant included in warrants underlying the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Statement. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option (provided, however, that no action resulting in an Expiration Date pursuant to (b) will be deemed to be an action taken to terminate this Purchase Option). This Purchase Option is initially exercisable at $10.00 12.50 per Unit so purchased(125% of the price of the Units sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “"Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the context.
Appears in 1 contract
Sources: Purchase Option Agreement (Selway Capital Acquisition Corp.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 _____ duly paid by or on behalf of EarlyBirdCapital, Inc.___________ (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Spring Creek Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from the later of upon six months after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities Business Combination (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date _________, 2013 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 ________ (_______) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Company, no par value $0.0001 per share (“Ordinary SharesShare”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant expiring five years from the effective date (“Effective Date”) of the registration statement (“Registration Statement”) pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is the same as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 ___ per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (Spring Creek Acquisition Corp.)
Purchase Option. THIS CERTIFIES THAT(a) Provided this Lease is in full force and effect and no Event of Default exists hereunder and subject to the other terms and conditions of this Article 47, in consideration Tenant shall have an option (the "Purchase Option") to purchase from Landlord either on the twenty-fourth (24th) or thirty-sixth (36th) month anniversary of $100.00 duly paid the Commencement Date (either date being referred to herein as the "Purchase Date") the Demised Premises and all other assets acquired by or on behalf Landlord from Tenant pursuant to the purchase agreement (the "Original Purchase Agreement") dated as of EarlyBirdCapitalSeptember __, Inc.1999, between Landlord, as registered owner purchaser, and Tenant, as seller (the “Holder”Demised Premises and such other assets being referred to herein as the "Assets"). The Purchase Option shall be exercised by written notice (the "Purchase Option Notice") delivered to Landlord no later than the date which is six (6) months prior to the Purchase Date. Time shall be of the essence in connection with the exercise of the Purchase Option and the delivery of notice to exercise the Purchase Option shall be irrevocable upon delivery.
(b) The purchase price for the purchase by Tenant of the Assets pursuant to the terms of this Article 47 shall be $45,600,000.00 (the "Purchase Option Price") less any amounts applied thereto pursuant to terms of this Lease which amount shall be paid to Landlord by wire transfer in immediately available New York funds on the Purchase Option Closing Date (as defined herein). Tenant shall execute and deliver to Landlord within ten (10) days after the Purchase Date a purchase agreement (the "Purchase Option Purchase Agreement") containing representations and warranties substantially the same form as in the Original Purchase Agreement, except to the extent necessary to make the representations and warranties contained in the Original Purchase Agreement true, complete and correct in all material respects. The Purchase Option Purchase Agreement shall otherwise be in form and content reasonably acceptable to Landlord and Tenant and shall be consistent with typical commercial real estate purchase agreements by and between institutional commercial real estate buyers and sellers desiring, but under no compulsion, to buy and sell. If Landlord and Tenant cannot agree as to the terms and conditions of such agreement, the parties shall submit such disagreements to arbitration as contemplated in Section 10.5 above. In no event, however, shall Landlord have any termination rights under the Purchase Option Purchase Agreement except in the event of Tenant's default and failure to cure under the terms and conditions of the Purchase Option Purchase Agreement.
(c) The closing (the "Purchase Option Closing") of this purchase option (this “the sale under the Purchase Option”), to Bison Capital Acquisition Corp. Option Purchase Agreement shall occur on or before the date (the “Company”), the Holder "Purchase Option Closing Date") which is entitled, at any time or from time to time from the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities ten (“Business Combination”10) or June 19, 2018 (the “Commencement Date”), until 5:00 p.m., New York City local time, on the five year anniversary days after mutual execution and delivery of the effective date Purchase Option Purchase Agreement or thirty (30) days after the “Effective Purchase Date”) of the Company’s registration statement (the “Registration Statement”) . The conveyance documents delivered pursuant to which units are offered for sale the Purchase Option Purchase Agreement shall be in substantially the same form as the conveyance documents delivered pursuant to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Original Purchase Agreement. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised Closing shall not occur on or before the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor Closing Date for any reason except by reason of force majeure or Landlord's default under the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration DatePurchase Agreement, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable , at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exerciseLandlord's option, shall be adjusted as therein specifiedvoid and of no further effect. The term “If Landlord elects to void the Purchase Option ▇▇▇▇▇▇▇▇
Appears in 1 contract
Sources: Net Lease (Wam Net Inc)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapital, Inc.________________________________, as registered owner of this Unit Purchase Option (the “Holder”) ” and, together with all other holders of any portion of this purchase option Unit Purchase Option (this as the context herein requires, the “Purchase OptionHolders”), to Bison Capital Chardan 2008 China Acquisition Corp. Corp., a company formed under the laws of the British Virgin Islands (the “Company”), the Holder is entitled, at any time or from time to time from after the later closing of the consummation by Offering (as defined below) and during the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 period commencing (the “Commencement Date”)) on the later of: (i) the consummation of a Business Combination and (ii) __________ __, until 2008, and expiring (the “Expiration Date”) at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”)________ __, 2013, but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 units [One Hundred Eighty Two Thousand (137,500) units] (the “Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Company, no par value $0.0001 per share (the “Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (the “Warrant(s)Warrant”) each whole Warrant to purchase one Ordinary Share. Each Right is Share expiring five years from the same as effective date (the right included in “Effective Date”) of the units being registered registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is on the same terms and conditions as the warrant included in warrants underlying the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Statement. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised shall expire on the next succeeding day which that is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 8.80 per Unit so purchased; provided, however, that upon (the occurrence “Exercise Price”). The number of any of Units purchasable hereunder and the events specified Exercise Price are subject to adjustment as provided in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “.
Appears in 1 contract
Sources: Purchase Option Agreement (Chardan 2008 China Acquisition Corp.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, 1.1 Cerecor Inc., as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Corp. a Delaware corporation (the “Company”), hereby certifies that, in consideration of $100 and other good and valuable consideration, including as partial compensation for its services as underwriter to the Holder Company, Maxim Group, LLC or its registered assigns (the “Holder”), is entitled, entitled to at any time or and from time to time from commencing on October [ ], 2015, the later effective date of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 Registration Statement (the “Commencement Effective Date”), until and expiring at or before 5:00 p.m., New York City local timetime on October [ ], on 2020, the five year fifth anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter Date (the “Expiration Date”), to but not thereafter, subscribe for, purchase and receive, in whole or in part, up to 157,500 units [ ] ([ ]) units(1) (the “Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised shall expire on the next succeeding day which that is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option.
1.2 Each Unit consists of and shall, upon exercise hereof, be immediately divisible upon exercise into (i) one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) one Underwriters’ Class A warrant (“Class A Warrant”) to purchase one share of Common Stock and (iii) one Underwriters’ Class B warrant to purchase one-half of one share of Common Stock (“Class B Warrant” and together with the Class A Warrants, the “Warrants”); provided however, that due to the expiration of the Warrants
(1) 1 of the units sold in this offering (excluding the over-allotment). in accordance with their terms, each such Unit will consist solely of (a) one share of Common Stock and (b) one Class A Warrant beginning on the first day following the eighteen month anniversary of the Closing Date (as defined in the Underwriting Agreement (the “Underwriting Agreement”) between the Company and Maxim Group, LLC, (the “Representative”) and the other underwriters named therein, dated the Effective Date); and provided further, that each such Unit will consist solely of one share of Common Stock beginning on the first day following the thirty-six month anniversary of the Closing Date. No actual Units shall be issued upon exercise of this Purchase Option, and upon exercise hereof and payment of the applicable Exercise Price as provided for herein, the Holder shall be entitled to receive shares of Common Stock, Class A Warrants and Class B Warrants, as the case may be. All references in this Purchase Option to “Units” shall refer to the purchase of the Common Stock, Class A Warrants and Class B Warrants, as the case may be, that each Unit is divisible into.
1.3 Each Class A Warrant and Class B Warrant, upon the exercise of this Purchase Option, shall be issued pursuant to the terms of a Underwriters’ Class A Warrant Agreement and Underwriters’ Class B Warrant Agreement substantially in the forms attached hereto as Exhibit A and Exhibit B, respectively.
1.4 This Purchase Option is initially exercisable at $10.00 [ ] per Unit so purchasedUnit(2) (the “Initial Exercise Price”); provided, provided however, that upon the occurrence of any exercise price shall be reduced to $[ ] on the date that is the day after the eighteen month anniversary of the events specified Closing Date (such reduction in Section 6 hereofexercise price equaling the value of the Class B Warrant included as part of the Initial Exercise Price, the rights granted by “Eighteen Month Exercise Price”); and provided further, that the exercise price shall be reduced to $[ ] on the date that is the day after the thirty-six month anniversary of the Closing Date (such reduction in exercise price equaling the value of the Class A Warrant included as part of the Initial Exercise Price, the “Thirty-Six Month Exercise Price” and together with the Initial Exercise Price and the Eighteen Month Exercise Price, the “Exercise Price”). The number of shares of Common Stock and Warrants purchasable hereunder and the Exercise Price are subject to adjustment as provided in this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “.
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapitalMaxim Partners LLC (collectively, Inc.with its successors and permitted assigns and/or transferees, the "Holder"), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Affinity Media International Corp. (the “"Company”"), the Holder is entitled, at any time or from time to time from upon the later of (i) the consummation by the Company of a mergerBusiness Combination and (ii) _____________, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2006 (“Business Combination”) or June 19, 2018 (the “"Commencement Date”"), until and at or before 5:00 p.m., New York City local timeEastern Time, on the five year anniversary of the effective date __________, 2010 (the “Effective "Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”"), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 One Hundred and Seventy Five Thousand (175,000) units (“Unit(s)”the "Units") of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $.0001 per share (“Ordinary Shares”the "Common Stock"), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“the "Warrant(s)”") each whole Warrant expiring four years from the effective date ("Effective Date") of the registration statement ("Registration Statement") pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)”"Offering"). Each Warrant is on the same terms and conditions as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Statement, including that the Warrants underlying the Units comprising this Purchase Option have an exercise price of $6.00 per share. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 8.80 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “"
Appears in 1 contract
Sources: Purchase Option Agreement (Affinity Media International Corp.,)
Purchase Option. THIS CERTIFIES THATProvided Lessee is not then in default under the terms and conditions of the Lease, in consideration and provided no condition has arisen that, with the passage of time or the giving of notice, or both, would create an event of default under the Lease, Lessor hereby grants to Lessee the option to purchase the Building and Real Property provided Lessee provides written notice to Lessor of its desire to exercise such option to purchase the Building and Real Property not later than November 1, 2014. The purchase price shall be the sum of: (a) Six Million and no/100 Dollars ($100.00 duly paid 6,000,000.00) plus (b) the Unamortized Leasehold Improvement Allowance (as such term is hereafter defined) if the option to purchase is exercised on or before November 1, 2013 and the transaction is closed on or before December 31, 2013. The purchase price shall be the sum of: (a) Six Million Fifty Thousand and no/100 Dollars ($6,050,000.00) plus (b) the Unamortized Leasehold Improvement Allowance if the option to purchase is exercised after December 31, 2013 but on or before November 1, 2014 and the transaction is closed on or before December 31, 2014. The other terms and conditions related to such option to purchase shall be substantially as those set forth within that certain instrument entitled Purchase Agreement dated as of March 16, 2012, by or on behalf and between Lessor and a wholly-owned subsidiary of EarlyBirdCapital, Inc., as registered owner (the “Holder”) guarantor of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchasedLease; provided, however, the Parties agree that upon the occurrence of any if matters relating to or arising as a result of the events specified in passage of time necessitate a modification to such terms as set for within the Option to Purchase that the Parties will not unreasonably withhold, condition or delay their consent to a request to modify the same provided such modification does not seek to modify the purchase price or to otherwise materially adversely impact a Party. For the purpose of this Section 6 hereof, the rights granted phrase Unamortized Leasehold Improvement Allowance shall mean the sum of Six Hundred Thousand and no/100 Dollars (600,000.00) reduced by this Purchase Option, including the exercise price per Unit product obtained by multiplying Three Thousand Five hundred and no/100 Dollars ($3,500) by the number of Units full calendar months that have expired since the Second Amendment Commencement Date (and Ordinary Shares, Rights and Warrants) to be received upon provided Lessee has paid all monies due under the Lease during such exercise, shall be adjusted as therein specified. The term “time period).
Appears in 1 contract
Sources: Lease Agreement (Pcm, Inc.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapitalMaxim Group, Inc.LLC, as registered owner of this Unit Purchase Option (the “Holder”) ” and, together with all other holders of any portion of this purchase option (this Unit Purchase Option as the context herein requires, the “Purchase OptionHolders”), to Bison Capital Nautilus Marine Acquisition Corp. Corp., a company formed pursuant to the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands (the “Company”), the Holder is entitled, at any time or from time to time from after the later closing of the consummation by Offering (as defined below) and during the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 period commencing (the “Commencement Date”) on the later of: (i) the consummation of a Business Transaction and (ii) twelve months following the Effective Date (defined below), until and expiring at or before 5:00 p.m., New York City local timetime [·], on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter 2016 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 One Hundred Fifty Thousand (150,000) units (the “Unit(s)Units”) of the Company, each . Each Unit consisting consists of (i) one ordinary share of the CompanyCommon Stock, no $.0001 par value (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth ) and (1/10ii) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (the “Warrant(s)”) each whole Warrant to purchase one Ordinary Shareshare of Common Stock. Each Right is The Warrants expire five years from the same as effective date (the right included in “Effective Date”) of the units being registered registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is on the same terms and conditions as the warrant included in warrants underlying the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Statement. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised shall expire on the next succeeding day which that is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 11.00 per Unit so purchased; provided, however, that upon (the occurrence “Exercise Price”). The number of any of Units purchasable hereunder and the events specified Exercise Price are subject to adjustment as provided in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “.
Appears in 1 contract
Sources: Purchase Option Agreement (Nautilus Marine Acquisition Corp)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc., as registered owner A. Tenant shall have the right (the “Holder”) of this purchase option (this “Purchase Option”) to purchase, subject to the terms and conditions contained herein, all, but not less than all, of the Leased Premises, together with all of Landlord’s right, title and interest appurtenant thereto (the Leased Premises and rights described above in this Section 51 being herein referred to as the “Purchase Option Property”), to Bison Capital Acquisition Corp. . The Purchase Option shall be in effect from the Commencement Date until the sixty-first (61st) day preceding the tenth (10th) anniversary of the Commencement Date (the “CompanyPurchase Option Period”). Provided Tenant is not in default hereunder (after the expiration of any applicable notice and cure periods), Tenant may exercise the Holder is entitled, at any time or from time Purchase Option by execution and delivery to time from the later of the consummation by the Company Landlord of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 Purchase and Sale Agreement (the “Commencement DatePurchase Agreement”)) in form and substance reasonably acceptable to Landlord and Tenant, until 5:00 p.m., New York City local time, on not later than the five year anniversary last day of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Purchase Option Period. If Tenant fails to exercise the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to of this Lease Agreement within the contrary, neither this Purchase Option nor Period, then the Warrants underlying this Purchase Option may be exercisable after and the five year anniversary rights thereunder of Tenant shall automatically and immediately terminate without notice. B. The conveyance of the Effective Date. During the period ending Purchase Option Property shall occur on the Expiration Datefirst business day that is sixty (60) calendar days after Landlord and Tenant execute and deliver to one another the Purchase Agreement as required by Section 52A hereof at 1:00 p.m. local time at the office of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 4200, Houston, Texas 77002. At the closing, Tenant shall pay to Landlord the Purchase Price (defined below), and the Purchase Option Property shall be conveyed by Landlord by special warranty deed on an “AS-IS,” “WHERE-IS,” “WITH ALL FAULTS” basis. Landlord shall have the obligation to deliver a title insurance policy to Tenant, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchasedcost of which shall be borne by Landlord; provided, however, that during the periods in which the Pearland Economic Development Corporation is the Landlord hereunder, the cost of such a title insurance policy shall be borne by Tenant. C. The “Purchase Price” shall mean an amount equal the fair market value of the Purchase Option Property agreed upon in writing between Landlord and Tenant within thirty (30) days following Tenant’s exercise of the Purchase Option. Landlord and Tenant agree to act in good faith to determine the Purchase Price and that the factors used to determine the Purchase Price of the Purchase Option Property shall include, among other things, the size of the Purchase Option Property, the improvements located thereon and the location of the Purchase Option Property. If, however, Landlord and Tenant have not agreed upon the occurrence of any Purchase Price within such thirty (30) day period, then Tenant may choose to terminate negotiations and rescind its exercise of the events specified purchase option by delivery of written notice to Landlord within five (5) days after the expiration of such thirty (30) day period, and in Section 6 hereofsuch event, Tenant’s exercise of the purchase option shall be deemed rescinded without any further action required by Landlord or Tenant. If at the end of the thirty (30) day period described above Tenant and Landlord are unable to mutually agree with respect to the Purchase Price and Tenant has not exercised the right to terminate negotiations as set forth in the preceding sentence, the rights granted Fair Market Value will be determined by this Purchase Optionaveraging two (2) current appraisals from licensed real estate appraisers with at least five (5) years experience appraising similar property in the Houston, including the exercise price per Unit Texas metropolitan area, one (1) obtained by Landlord and the number of Units one (and Ordinary Shares, Rights and Warrants1) to be received upon such exercise, shall be adjusted as therein specifiedobtained by Tenant. The term “parties shall obtain such appraisals within thirty (30) days. If the value determined by one (1) appraiser exceeds the value determined by the other appraiser by more than ten percent (10%) of the lower appraisal, then the two (2) appraisers shall select a third independent, qualified, licensed, real estate appraiser with at least five (5) years experience appraising similar
Appears in 1 contract
Sources: Build to Suit Lease Agreement
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc.__________ (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital CB Pharma Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a mergerBusiness Combination or [ ], share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2015 [the first anniversary of the Effective Date] (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units Units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 Four Hundred Thousand (400,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Company, no par value $0.0001 per share (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one redeemable warrant (“Warrant(s)”) ), each whole Warrant to purchase one one-half (1/2) of an Ordinary Share. Each Right is has the same terms as the right included in the units Units being registered for sale to the public by way of the Registration Statement (the “Right(s)”). Each Warrant is has the same terms as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (CB Pharma Acquisition Corp.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc.________________________ (“Holder”), as registered owner (the “Holder”) of this purchase option Purchase Option (this “Purchase Option”), to Bison Capital Acquisition Corp. ADVANCED TECHNOLOGY ACQUISITION CORP. (the “Company”), the Holder ▇▇▇▇▇▇ is entitled, at any time or from time to time from upon the later of (a) ___________, 2008, and (b) the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities Business Combination (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local timeEastern Time, on the five year anniversary of the effective date _____________, 2012 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 1,125,000 units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $.0001 per share (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant expiring five years from the effective date (“Effective Date”) of the registration statement (“Registration Statement”) pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is the same as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”), except that the warrants underlying the Units will expire five years from the Effective Date. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day (as defined below), then this Purchase Option may be exercised on the next succeeding day which is not such a day Business Day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 8.80 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “.
Appears in 1 contract
Sources: Purchase Option Agreement (Advanced Technology Acquisition Corp.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapital, Inc.The PrinceRidge Group LLC (“Initial Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital BGS Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities Business Combination (“Business Combination”as defined below) or June 19[________], 2018 [_____]1 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date [________], [_____]2 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 four hundred fifty thousand (450,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Companyshare, no par value value, of the Company (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is Share expiring five years from the same as the right included in the units being registered for sale to the public by way effective date of the Registration Statement (as defined below) (the Right(s)“Effective Date”). Each Warrant is identical to the same as the warrant warrants included in the Units being registered for sale to the public (“Public Warrants”) by way of the Registration Statement (“Public except the expiration date of the Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 15.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price Exercise Price per Unit and the number of Units (and number of Ordinary Shares, Rights Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapitalMaxim Group LLC (collectively, Inc.with its successors and permitted assigns and/or transferees, the “Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Asia Special Situation Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of (i) the consummation by the Company of a mergerBusiness Combination and (ii) ____________, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2007 (“Business Combination”180 days from the date hereof) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local timeEastern Time, on the five year anniversary of the effective date ____________, 2012 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Seven Hundred Thousand (700,000) units (the “Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Company, no par value $0.0001 per share (the “Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (the “Warrant(s)Warrant”) each whole Warrant expiring 4 years from the effective date (“Effective Date”) of the registration statement (“Registration Statement”) pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is contains the same terms and conditions as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (the “Public Warrants”), including that the Warrants underlying the Units comprising this Purchase Option have an exercise price of $7.50 per share. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 12.50 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (Asia Special Situation Acquisition Corp)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapital, Inc.________________. (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Corp. PAVmed Inc. (the “Company”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities Closing Date (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date _________, 2021 (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”)Expiration Date”)2, but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 ______________________(_____) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Company’s common stock, no par value $0.001 per share (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right expiring five years from the date that the Company’s initial registration statement filed with the U.S. Securities and Exchange Commission, file number 333-203659, is the same as the right included in the units being registered for sale to the public by way of the Registration Statement declared effective (the Right(s)“Effective Date”). Each Warrant is the same as the warrant warrants included in the Units being registered for sale to the public by way of the Company’s Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the this Purchase Option. This Purchase Option is initially exercisable at $10.00 _____ per Unit Unit3 so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapital▇▇▇▇▇ & Company Capital Markets, Inc.LLC (“Initial Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Empeiria Acquisition Corp. (the “Company”), the Holder ▇▇▇▇▇▇ is entitled, at any time or from time to time from upon the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities Business Transaction (“Business Combination”as defined in the Registration Statement) or June 19___________, 2018 2011 (the “Commencement Date”)) [6 months following the effective date], until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date __________, 2016 (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)) [5 years following the effective date], but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 one million (1,000,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $0.0001 per share (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant expiring five years from the effective date (“Effective Date”) of the registration statement (“Registration Statement”) pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is identical to the same as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 15.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (Empeiria Acquisition Corp)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.LLC ("Holder"), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Vector Intersect Security Acquisition Corp. (the “Company”)Corp., the Holder is entitled, at any time or from time to time from upon the later of (i) the consummation by the Company of a mergerBusiness Combination and (ii) ____________, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2007 (“Business Combination”) or June 19, 2018 (the “"Commencement Date”"), until and at or before 5:00 p.m., New York City local timeEastern Time, on the five year anniversary of the effective date __________, 2011 (the “Effective "Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”"), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Seven Hundred Forty Thousand Six Hundred Twenty-Five (740,625) units (“Unit(s)”"Units") of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $.001 per share (“Ordinary Shares”"Common Stock"), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“"Warrant(s)”") each whole Warrant expiring four years from the effective date ("Effective Date") of the registration statement ("Registration Statement") pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)”"Offering"). Each Warrant is the same as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“"Public Warrants”") except that the Warrants have an exercise price of $5.50 per share ("Warrant Exercise Price"). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 8.80 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “"
Appears in 1 contract
Sources: Purchase Option Agreement (Vector Intersect Security Acquisition Corp.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc., as registered owner A. Tenant shall have the right (the “Holder”) of this purchase option (this “Purchase Option”) to purchase, subject to the terms and conditions contained herein, all, but not less than all, of the Leased Premises, together with all of Landlord’s right, title and interest appurtenant thereto (the Leased Premises and rights described above in this Section 51 being herein referred to as the “Purchase Option Property”), to Bison Capital Acquisition Corp. . The Purchase Option shall be in effect from the Commencement Date until the sixty-first (61st) day preceding the tenth (10th) anniversary of the Commencement Date (the “CompanyPurchase Option Period”). Provided Tenant is not in default hereunder (after the expiration of any applicable notice and cure periods), Tenant may exercise the Holder is entitled, at any time or from time Purchase Option by execution and delivery to time from the later of the consummation by the Company Landlord of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 Purchase and Sale Agreement (the “Commencement DatePurchase Agreement”)) in form and substance reasonably acceptable to Landlord and Tenant, until 5:00 p.m., New York City local time, on not later than the five year anniversary last day of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Purchase Option Period. If Tenant fails to exercise the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to of this Lease Agreement within the contrary, neither this Purchase Option nor Period, then the Warrants underlying this Purchase Option may be exercisable after and the five year anniversary rights thereunder of Tenant shall automatically and immediately terminate without notice.
B. The conveyance of the Effective Date. During the period ending Purchase Option Property shall occur on the Expiration Datefirst business day that is sixty (60) calendar days after Landlord and Tenant execute and deliver to one another the Purchase Agreement as required by Section 52A hereof at 1:00 p.m. local time at the office of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 4200, Houston, Texas 77002. At the closing, Tenant shall pay to Landlord the Purchase Price (defined below), and the Purchase Option Property shall be conveyed by Landlord by special warranty deed on an “AS-IS,” “WHERE-IS,” “WITH ALL FAULTS” basis. Landlord shall have the obligation to deliver a title insurance policy to Tenant, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchasedcost of which shall be borne by Landlord; provided, however, that upon during the occurrence of any of periods in which the events specified in Section 6 hereofPearland Economic Development Corporation is the Landlord hereunder, the rights granted by this Purchase Option, including the exercise price per Unit and the number cost of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, a title insurance policy shall be adjusted as therein specified. The term “borne by Tenant.
Appears in 1 contract
Sources: Build to Suit Lease Agreement (Cardiovascular Systems Inc)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc.LLC ("Holder"), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Vector Intersect Security Acquisition Corp. (the “Company”)Corp., the Holder is entitled, at any time or from time to time from upon the later of (i) the consummation by the Company of a mergerBusiness Combination and (ii) ____________, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2008 (“Business Combination”) or June 19, 2018 (the “"Commencement Date”"), until and at or before 5:00 p.m., New York City local timeEastern Time, on the five year anniversary of the effective date __________, 2012 (the “Effective "Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”"), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Seven Hundred Thirty One Thousand Two Hundred Fifty (731,250) units (“Unit(s)”"Units") of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $.001 per share (“Ordinary Shares”"Common Stock"), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“"Warrant(s)”") each whole Warrant expiring four years from the effective date ("Effective Date") of the registration statement ("Registration Statement") pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)”"Offering"). Each Warrant is the same as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“"Public Warrants”") except that the Warrants have an exercise price of $5.50 per share ("Warrant Exercise Price"). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 8.80 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “"
Appears in 1 contract
Sources: Purchase Option Agreement (Vector Intersect Security Acquisition Corp.)
Purchase Option. THIS PURCHASE OPTION CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapitalMaxim Partners, Inc.LLC (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Corp. IncrediMail Ltd., an Israeli corporation (the “Company”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), entitled to subscribe for, purchase and receive, in whole or in part, up to 157,500 units [____________] (“Unit(s)”[______]) ordinary shares, par value NIS 0.01 per share, of the Company, each Unit consisting of one ordinary share of Company (the Company, no par value (“Ordinary Shares”), at any time during the period commencing one right entitling year (the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination“Commencement Date”), and one-half of one warrant expiring at 5:00 p.m. New York City Time five (5) years, (“Warrant(s)Expiration Date”) each whole Warrant to purchase one Ordinary Share. Each Right is from the same as the right included in the units being registered for sale to the public by way closing date of the Registration Statement Company’s initial public offering (the Right(s)“Closing Date”)) described in that certain registration statement on Form F-1, as amended (No. Each Warrant is 333-129276) (the same as “Registration Statement”) pursuant to which the warrant included in Company has registered the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Shares. If the Expiration Date is a day on which banking institutions in New York City are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which that is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 [_______] per Unit so purchasedshare purchased [125% of the initial public offering price per share] (the “Exercise Price”); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit Exercise Price and the number of Units (and Ordinary Shares, Rights and Warrants) Shares to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or The Company hereby agrees to issue and sell to the Representative (and/or its designees) on behalf of EarlyBirdCapital, Inc., as registered owner (the “Holder”) of this purchase Effective Date an option (this “Representative’s Purchase Option”), to Bison Capital Acquisition Corp. ) for the purchase of an aggregate of 200,000 units (the “CompanyRepresentative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one Ordinary Share and one warrant (a “Representative Warrant”), . Each Representative Warrant shall entitle its holder to purchase one Ordinary Share for $7.50 during the Holder is entitled, at any time or from time to time from period commencing on the later of the consummation of a Business Combination or one year from the Effective Date and ending on the later of the Expiration Date or, if earlier redeemed by the Company of a mergerCompany, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 (the “Commencement Redemption Date”), until 5:00 p.m., New York City local time, on . The Representative’s Purchase Option in the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receiveform attached hereto as Exhibit A shall be exercisable, in whole or in part, up to 157,500 units (“Unit(s)”) commencing on the later of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, Combination or one year from the Effective Date and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised expiring on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five five-year anniversary of the Effective Date. During the period ending on the Expiration DateDate at an initial exercise price per Representative’s Unit of $12.50, the Company agrees not which is equal to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any one hundred and ten percent (125%) of the events specified in Section 6 hereof, the rights granted by this initial public offering price of a Unit. The Representative’s Purchase Option, including the exercise price per Unit Representative’s Units, the Representative Warrants and the number Ordinary Shares issuable upon exercise of Units the Representative Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to Rule 5110 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) against transferring the Representative’s Purchase Option and Ordinary Sharesthe underlying Shares during the first year after the Effective Date and by its acceptance thereof shall agree that it will not, Rights sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one year following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and Warrants) only if any such transferee agrees to be received upon such exercise, shall be adjusted as therein specified. The term “the foregoing lock-up restrictions.
Appears in 1 contract
Sources: Underwriting Agreement (Cazador Acquisition Corp Ltd.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 22.86 duly paid by or on behalf of EarlyBirdCapital, Inc.▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital China VantagePoint Acquisition Corp. Company (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a mergerBusiness Combination or February 18, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2012 (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary earlier of the effective date liquidation of the Company’s Trust Fund (the “Effective Date”) of as described in the Company’s registration statement (the “Registration Statement”) pursuant to which units Units are offered for sale to the public (the “Offering”)) in the event the Company has not completed a Business Combination within the required time periods and February 18, 2016, five years from the effective date (“Effective Date”) of the Registration Statement (“Expiration Date”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Forty Thousand (40,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Company, no par value $0.0001 per share (“Ordinary SharesShare”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the whole warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 6.60 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (China VantagePoint Acquisition Co)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapital, Inc.▇▇▇▇▇ & Company Securities, as registered owner of this Unit Purchase Option (the “Holder”) ” and, together with all other holders of any portion of this purchase option Unit Purchase Option (this as the context herein requires, the “Purchase OptionHolders”), to Bison Capital Acquisition Corp. AUSTRALIA ACQUISITION CORP., a company formed under the laws of the Cayman Islands (the “Company”), the Holder is entitled, at any time or from time to time from after the later closing of the consummation by Offering (as defined below) and during the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 period commencing (the “Commencement Date”) on the later of: (i) the consummation of a Business Transaction and (ii) twelve months following the Effective Date (defined below), until and expiring at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”)________ __, but not thereafter 2015 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Eight Hundred Thousand (800,000) units (the “Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Company, no par value $0.001 per share (the “Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (the “Warrant(s)Warrant”) each whole Warrant to purchase one Ordinary Share. Each Right is Share expiring five years from the same as effective date (the right included in “Effective Date”) of the units being registered registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is on the same terms and conditions as the warrant included in Warrants underlying the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)except that the Warrants underlying the Units shall expire five years from the Effective Date and the Warrants sold in the Offering shall expire from the consummation of an initial Business Transaction. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised shall expire on the next succeeding day which that is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 15.00 per Unit so purchased; provided, however, that upon (the occurrence “Exercise Price”). The number of any of Units purchasable hereunder and the events specified Exercise Price are subject to adjustment as provided in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “.
Appears in 1 contract
Sources: Purchase Option Agreement (Australia Acquisition Corp)
Purchase Option. THIS CERTIFIES THAT(a) So long as there is no Event of Default hereunder, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc., as registered owner Landlord hereby grants Tenant an option (the “Holder”"Option") to purchase the Premises in "as is" condition, on the terms and conditions set forth in this Section 51; provided however that written approval must be obtained from Tenant concerning any new encumbrances that materially affect the title to the Premises or materially affect the Primary Intended Use, or any financing liens that would otherwise not be LEASE – UTMB- ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇#▇▇▇▇▇▇ – Doc# 3380565v1 released on the Closing Date. Tenant may exercise the Option on the fifth (5th) anniversary of the Lease Commencement Date, and each five (5) year anniversary thereafter, including renewal periods, until the expiration or termination of this purchase option (this “Purchase Option”)Lease, by providing written notice thereof to Bison Capital Acquisition Corp. (the “Company”), the Holder is entitled, Landlord at any time within thirty (30) days of the applicable anniversary date. The purchase price for the Option (the "Option Price") shall be the fair market value, as determined by a Qualified Appraiser (defined below) pursuant to this Section 51, less the depreciated value of any of Tenant's improvements paid for by Tenant; excluding amounts funded by Landlord under the Allowance or from time otherwise directly funded by Landlord, and excluding any amounts expended by Tenant removing any such improvements or restoring the Premises to time from its condition as it existed prior to the installation of such improvements, and any amounts expended for restoring the Premises pursuant to Sections 16 and 17 above. The closing shall occur within sixty (60) days after the exercise of the Option by Tenant or such other date as Landlord and Tenant may mutually agree (the "Closing Date"). Upon exercise of the Option by Tenant, Landlord agrees to sell, and Tenant agrees to purchase, the Premises subject to the terms and conditions of this Section 51 effective as of the Closing Date. Notwithstanding the exercise of the Option by Tenant, Tenant shall continue to occupy the Premises as tenant under, and subject to the provisions of, this Lease until the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization Closing Date or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until 5:00 p.m., New York City local time, on the five year anniversary expiration of the effective date Term. In order to determine the Option Price, Landlord and Tenant shall each engage an MAI designated (the “Effective Date”or equivalent) licensed commercial real estate appraiser with at least ten (10) years' experience appraising general acute care hospitals (a "Qualified Appraiser") to prepare a current appraisal of the Company’s registration statement Premises (collectively, the “Registration Statement”) pursuant to which units are offered for sale to "Appraisals"). The Appraisals shall value the public (Premises assuming the “Offering”), but not thereafter (Premises has the “Expiration Date”), to subscribe for, purchase same physical configuration and receive, in whole or in part, up to 157,500 units (“Unit(s)”) technical specifications of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same Premises as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During The Appraisals shall develop values for the period ending Premises by two different methods, described below; and the final appraised value to be reported by each Qualified Appraiser shall be the greater value produced by the two methods. For both methods, each Qualified Appraiser shall assume that the operations at the Premises are a viable going concern and have similar financial and operational measures to other successful and financially viable properties that operate as an acute care hospital. Each Qualified Appraiser shall also assume that the operational entity at the subject property will continue to be a viable going concern into the future. The first method of appraisal shall be a leased fee valuation of the property based upon the actual remaining terms set forth in this Lease including the balance of the initial term of the Lease, if applicable, plus any renewal periods (but assuming a minimum duration of not less than ten (10) years), the actual or projected Rent and Additional Rent, and the actual credit rating of the Tenant, but not less than an Aa credit rating by ▇▇▇▇▇'▇ or the equivalent rating by another nationally recognized rating agency. The second method of appraisal shall be a fee simple valuation of the Premises based upon a market-norm term period, market-rate rents and additional rents, and a Tenant credit rating based on the Expiration Dateinformation for comparable tenants used by the Qualified Appraisers; and this second method shall also take into consideration the market sales comparables in establishing a value. After each of the two Qualified Appraisers develops a value by each of the two above-described methods, each Qualified Appraiser will report the Company agrees not to take any action that would terminate greater value produced by the Purchase Optiontwo LEASE – UTMB- ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇#▇▇▇▇▇▇ – Doc# 3380565v1 methods as its Appraised Value for the Premises. This Purchase The Option is initially exercisable at $10.00 per Unit so purchasedPrice shall be the average of the Appraised Values as set forth in the two Appraisals; provided, however, that upon if the occurrence of any difference between the values set forth in the two Appraisals is greater than ten percent (10%) of the events specified in Section 6 hereoflowest of such values, then the rights granted two Qualified Appraisers shall select a third Qualified Appraiser to prepare an Appraisal using the same methods as stated above, and the Option Price shall be determined by this Purchase the average of (a) the Appraised Value determined by the third Appraisal and (b) the Appraised Value determined by that one Appraisal among the first two Appraisals which is closest to the value determined by the third Appraisal.
(b) Within fifteen (15) days after Tenant's exercise of the Option, including Landlord shall deliver to Tenant copies of all of the exercise price per Unit following items:
(i) Any notices, correspondence, licenses or other agreements or permits with, to or from any governmental or quasi-governmental authority having jurisdiction over the Premises which is in the possession of the Landlord or its agents; and
(ii) Any and all additional data, plans, geological and engineering or environmental studies or reports, zoning information, water and sewer studies, topographic maps, surveys, plats and other materials, and all other information and agreements, relating to the number Premises any portion thereof which is in the possession of Units the Landlord or its agents.
(c) Landlord will deliver to Tenant, at Landlord's sole cost and Ordinary Sharesexpense, Rights a current title insurance commitment ("Title Commitment") covering the Land, issued by a title insurance company reasonably acceptable to Landlord and WarrantsTenant (the "Title Company"). If the Title Commitment delivered to Tenant shall contain any exceptions from coverage which Tenant reasonably deems to be unacceptable ("Unpermitted Exceptions"), then Tenant shall notify Landlord of such Unpermitted Exceptions; provided, however, Tenant shall have no right to object to any encumbrances in existence on the Lease Commencement Date, other than (i) monetary liens and (ii) any mechanics' and materialmen's liens listed as exceptions on the last-dated Tenant's Title Commitment issued on or before the Effective Date and not released of record as of the Effective Date ("M&M Liens"). Upon such notification, Landlord shall use reasonable efforts to cure the Unpermitted Exceptions by causing the Title Company to delete them from the Title Commitment or to agree to insure over them prior to the Closing Date. If Landlord does not cure an Unpermitted Exception, Tenant, at its option, may elect either (A) to be received upon terminate its exercise of the Option, or (B) to waive such exerciseobjections and proceed to close this purchase and sale transaction in accordance with this Section 51; provided however, that if Landlord does not cure a monetary lien against the Premises created by, through, or under Landlord or an M&M Lien, then Tenant will have the right at its option to cure that encumbrance out of the Seller's proceeds. Any exceptions on the Title Commitment to which Tenant does not object prior to Closing or to which Tenant objects but waives such objection pursuant to this Section shall be adjusted as therein specified. The term “deemed to be "Permitted Exceptions".
Appears in 1 contract
Sources: Lease Agreement (Carter Validus Mission Critical REIT, Inc.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapitalMaxim Partners LLC (collectively, Inc.with its successors and permitted assigns and/or transferees, the “Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Industrial Services Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of (i) the consummation by the Company of a mergerBusiness Combination and (ii) __________, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2008 (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local timeEastern Time, on the five year anniversary of the effective date __________, 2012 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Two Hundred Thousand (200,000) units (the “Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $.0001 per share (the “Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (the “Warrant(s)”) each whole Warrant expiring four years from the effective date (“Effective Date”) of the registration statement (“Registration Statement”) pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is on the same terms and conditions as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Statement, including that the Warrants underlying the Units comprising this Purchase Option have an exercise price of $5.00 per share. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (Industrial Services Acquisition Corp.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapitalMaxim Group LLC (collectively, Inc.with its successors and permitted assigns and/or transferees, the "Holder"), as registered owner of this Purchase Option, to China Resources Ltd. (the “Holder”) of this purchase option (this “Purchase Option”"Company"), to Bison Capital Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time after the closing of the Offering (as defined below) and during the period commencing (the "Commencement Date") on the later of: (i) the consummation of a Business Combination and (ii) _______________, 2008 [six months from the later effective date of the consummation by the Company of a mergerregistration statement], share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 and expiring (the “Commencement "Expiration Date”), until ") at or before 5:00 p.m., New York City local time, on the , 2012 [five year anniversary years from effective date of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”)statement], but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Two Hundred Eighty Thousand (280,000) units (“Unit(s)”the "Units") of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $.0001 per share (“Ordinary Shares”the "Common Stock"), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”the "Warrant") each whole Warrant to purchase one Ordinary Share. Each Right is share of Common Stock expiring five years from the same as effective date (the right included in "Effective Date") of the units being registered registration statement (the "Registration Statement") pursuant to which Units are offered for sale to the public by way of the Registration Statement (the Right(s)”"Offering"). Each Warrant is on the same terms and conditions as the warrant included in warrants underlying the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Statement. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised shall expire on the next succeeding day which that is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 11.00 per Unit so purchased; provided, however, that upon (the occurrence "Exercise Price"). The number of any of Units purchasable hereunder and the events specified Exercise Price are subject to adjustment as provided in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “.
Appears in 1 contract
Sources: Purchase Option Agreement (China Energy & Resources LTD)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapitalSUNRISE SECURITIES CORP., Inc.▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC or their designees (each, a “Holder”), as registered owner (the “Holder”) of this purchase option Purchase Option (this “Purchase Option”), to Bison Capital Acquisition Corp. SMG Indium Resources Ltd. (the “Company”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a mergerafter ________, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2011 (“Business Combination”) or June 19, 2018 (the “Commencement Effective Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date ___________, 2015 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 THREE HUNDRED THOUSAND (300,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $.001 per share (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)Warrant”) each whole Warrant expiring four years from the Effective Date of the registration statement (“Registration Statement”) pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is on the same terms and conditions as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”), except that the exercise price of each Warrant is $____ per share (such exercise price, as it may be adjusted hereunder, the “Underwriter’s Warrant Price”). If the Expiration Date is a day on which banking institutions are authorized by law to closeclose in New York City, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 __ per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Unit Purchase Option Agreement (SMG Indium Resources Ltd.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapitalSUNRISE SECURITIES CORP., Inc.▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC or their designees (each, a “Holder”), as registered owner (the “Holder”) of this purchase option Purchase Option (this “Purchase Option”), to Bison Capital Acquisition Corp. SMG Indium Resources Ltd. (the “Company”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a mergerafter ________, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2011 (“Business Combination”) or June 19, 2018 (the “Commencement Effective Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date ___________, 2015 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 FOUR HUNDRED FIFTY THOUSAND (450,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $.001 per share (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)Warrant”) each whole Warrant expiring four years from the Effective Date of the registration statement (“Registration Statement”) pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is on the same terms and conditions as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”), except that the exercise price of each Warrant is $____ per share (such exercise price, as it may be adjusted hereunder, the “Underwriter’s Warrant Price”). If the Expiration Date is a day on which banking institutions are authorized by law to closeclose in New York City, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 __ per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Unit Purchase Option Agreement (SMG Indium Resources Ltd.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc.___________ (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a mergerBusiness Combination or _________ ___, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2019 (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and terminating at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement Registration Statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase purchase, and receive, in whole or in part, up to 157,500 two hundred fifty thousand (250,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of Class A common stock of the Company, no par value $0.0001 per share (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(sWarrant”)”) , with each whole Warrant warrant entitling the holder to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way share of the Registration Statement (the Right(s)”)Common Stock. Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five five-year anniversary of the Effective Date. During the period beginning on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc._________ (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital China Ascendance Acquisition Corp. Corporation (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a mergerBusiness Combination or ___________ __, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2009 (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date ________ __, 2013 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 seven hundred thousand (700,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Company, no par value $.0001 per share (“Ordinary SharesShare”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant expiring four years from the effective date (“Effective Date”) of the registration statement (“Registration Statement”) pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is the same as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”), except that the initial exercise price of each Warrant is $9.375 per share and the initial exercise price of each Public Warrant is $7.50 per share. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to During the contrary, neither period beginning on the date of issuance of this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period and ending on the Expiration Date, the Company agrees not to take any action that would terminate the this Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (China Ascendance Acquisition Corp.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or The Company hereby agrees to issue and sell to the Representative (and/or its designees) on behalf of EarlyBirdCapital, Inc., as registered owner (the “Holder”) of this purchase Effective Date an option (this “Underwriter’s Purchase Option”), to Bison Capital Acquisition Corp. ) for the purchase of an aggregate of (i) 266,667 units in connection with the “Company”), the Holder is entitled, at any time or from time to time from the later sale of the consummation by Firm Units and (ii) an additional number of units equal to 8% of the Company number of a mergerOption Units sold upon any exercise of the Over-allotment Option (collectively, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities “Underwriter’s Units”) for an aggregate purchase price of $100. Each of the Underwriter’s Units is identical to the Firm Units except that the Warrants included in the Underwriter’s Units (“Business CombinationUnderwriter’s Warrants”) or June 19, 2018 have an exercise price of $6.00 (the “Commencement Date”), until 5:00 p.m., New York City local time, on the five year anniversary 120% of the effective date (the “Effective Date”) exercise price of the Company’s registration statement (Warrants included in the “Registration Statement”) pursuant to which units are offered for sale Units sold to the public (the “Offering”public), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive. The Underwriter’s Purchase Option shall be exercisable, in whole or in part, up to 157,500 units (“Unit(s)”) commencing on the later of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, Combination and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is year from the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Effective Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised and expiring on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five five-year anniversary of the Effective Date. During the period ending on the Expiration DateDate at an initial exercise price per Underwriter’s Unit of $7.20, the Company agrees not which is equal to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any 120% of the events specified in Section 6 hereof, the rights granted by this initial public offering price of a Unit. The Underwriter’s Purchase Option, including the exercise price per Unit Underwriter’s Units, the Underwriter’s Warrants and the number shares of Units Common Stock issuable upon exercise of the Underwriter’s Warrants are hereinafter referred to collectively as the “Underwriter’s Securities.” The Public Securities and the Underwriter’s Securities are hereinafter referred to collectively as the “Securities.” Except pursuant to one or more of the exceptions set forth in Rule 2710(g)(2) of the Conduct Rules of the National Association of Securities Dealers, the Underwriter’s Purchase Option shall not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Underwriter’s Purchase Option by the holder(s) thereof, for a period of one year immediately following the date the Registration Statement (and Ordinary Sharesas hereinafter defined) is declared effective by the Commission (as hereinafter defined). Notwithstanding the foregoing, Rights and Warrants) to be received upon such exercise, the Underwriter’s Purchase Option shall be adjusted as therein specified. The term “transferable to affiliates of the Underwriter.
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapital, Inc.Maxim Partners LLC, as registered owner of this Unit Purchase Option (the “Holder”) ” and, together with all other holders of any portion of this purchase option (this Unit Purchase Option as the context herein requires, the “Purchase OptionHolders”), to Bison Capital Acquisition Corp. Lucid, Inc., a New York corporation (the “Company”), the Holder is entitled, at any time or from time to time from after the later closing of the consummation by Offering (as defined below) and during the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 period commencing (the “Commencement Date”) on December 27, 2012 (the one year anniversary of the Effective Date (defined below)), until and expiring at or before 5:00 p.m., New York City local time, on December 27, 2016 (the five year anniversary of the effective date Effective Date (the “Effective Date”defined below)) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Twelve Thousand Four Hundred and Ninety Two (12,492) units (the “Unit(s)Units”) of the Company, each . Each Unit consisting consists of (i) one ordinary share of the CompanyCommon Stock, no $0.01 par value (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth ) and (1/10ii) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (the “Warrant(s)”) each whole Warrant to purchase one Ordinary Shareshare of Common Stock. Each Right is The Warrants expire five years from the same as effective date (the right included in “Effective Date”) of the units being registered registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is on the same terms and conditions as the warrant included in warrants underlying the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Statement, except that the Warrants to be issued hereunder shall also contain a cashless exercise provision and shall not be subject to the redemption provisions. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised shall expire on the next succeeding day which that is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 5.04 per Unit so purchased; provided, however, that upon (the occurrence “Exercise Price”). The number of any of Units purchasable hereunder and the events specified Exercise Price are subject to adjustment as provided in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “.
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in In consideration of AOS (Macau) and AOS (Cayman) entering into the Foundry Agreement and a cash payment of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc., as registered owner 5,000,000 (the “HolderOption Premium”) the Company hereby grants to AOS the option to acquire the Purchased Assets and to assume certain liabilities of this purchase option the Company pursuant to the Asset Purchase Agreement for $26,000,000 in cash (this subject to adjustment pursuant to the Asset Purchase Agreement, the “Purchase Price”) on the terms and subject to the conditions set forth herein and therein (the “Option”). Unless the Company specifies otherwise, AOS shall pay or AOS shall cause to Bison Capital Acquisition Corp. be paid the Option Premium by wire transfer of immediately available funds to the Company upon the execution of this Agreement. The operative provisions of this Agreement will not become effective until the Company receives the Option Premium.
(a) AOS may exercise the Option during the period commencing on 12:00 a.m. Pacific time on September 1, 2011 and ending on 11:59 p.m. Pacific time on November 15, 2011 (the “CompanyOption Period”) by delivering written notice to the Company (the “Option Notice”).
(b) Following the delivery of the Option Notice (the “Notice Date”) by AOS to the Company:
(i) AOS shall have the right to obligate the Company to enter into the Asset Purchase Agreement concurrently with AOS’s execution of the Asset Purchase Agreement and, subject to the Holder is entitledterms in this Agreement and the Asset Purchase Agreement and the satisfaction of the conditions to the Company’s obligations to close the transactions contemplated by the Asset Purchase Agreement, at any time or from time consummate the Asset Purchase.
(ii) The Company (i) shall provide such updated due diligence and other information as AOS shall reasonably and timely request and (ii) shall deliver to time from AOS an updated Draft Disclosure Schedule (as defined below) (the “Updated Disclosure Schedule”) with respect to the representations and warranties of the Company in the Asset Purchase Agreement, in each instance as soon as practicable following the Notice Date, and with respect to clause (i), in no event later than the later of the consummation tenth (10th) business day following (x) the Notice Date and (y) the date of request by AOS of such updated due diligence or other information and (ii) with respect to clause (ii), in no event later than the tenth (10th) business day following the Notice Date;
(iii) The Company and AOS shall use commercially reasonable efforts to enter into and make effective the Asset Purchase Agreement within the twenty (20) business day period following the Notice Date, with any modifications mutually agreed upon by the Company of a mergerand AOS (it being understood that if changes are required to reflect changes in applicable legal requirements, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until 5:00 p.m., New York City local time, on parties will negotiate in good faith such changes considering the five year anniversary spirit and substance of the effective date Asset Purchase Agreement).
(iv) The Company and AOS shall use commercially reasonable efforts to consummate the “Effective Date”) of the Company’s registration statement Closing (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included defined in the units being registered for sale to the public Asset Purchase Agreement) by way of the Registration Statement January 31, 2012.
(the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. c) Notwithstanding anything to the contrary, neither this contrary set forth herein:
(i) AOS’s obligations to enter into the Asset Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary Agreement are subject to AOS’s sole discretion based upon its review of the Effective Date. During the period ending on the Expiration Date, content of any draft Updated Disclosure Schedule delivered to AOS by the Company agrees not pursuant to take any action that would this Agreement; and
(ii) in the event the Company and AOS enter into the Asset Purchase Agreement, AOS may only terminate the Asset Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon Agreement in accordance with and pursuant to the occurrence of any terms of the events specified in Section 6 hereof, the rights granted by this Asset Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “Agreement.
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc.(a) The particular GHV Affiliate, as registered owner listed on Exhibit B 5 hereto, grants to ETOP (the “Holder”) of this purchase option (this “each, a Purchase Option”), to Bison Capital Acquisition Corp. () for a period commencing on the “Company”), the Holder is entitled, at any time or from time to time from the later date of the consummation by completion of the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until 5:00 p.m., New York City local time, Reorganization and expiring on the five year anniversary date that is six (6) months from that date (i) the option to purchase Mifflin Court, (ii) the option to purchase the leasehold interest of the effective date tenant of Highgate either through an assignment or termination of the existing lease, and (iii) the “Effective Date”option to purchase any one of the leasehold interests (but only one) of the Company’s registration statement tenant under the Berkshire Lease, the Lehigh Lease or the Sanatoga Lease, either through an assignment or termination of such existing lease. The Purchase Option for (i), (ii) and/or (iii) may be exercised by written notice (Option Notice) given to GHC on or before the date which is six (6) months after the Reorganization (but in no event later than May 31, 2004), accompanied by payment of the Initial Option Deposit (as defined below), and no attempted exercise thereafter or attempted exercise within such period without payment of the Initial Option Deposit shall be effective.
(b) The purchase price for Mifflin Court and any leasehold interest purchased under this Section 5 shall be the Fair Market Value of the Mifflin Property or the leasehold interest or interests, as applicable. Each Option Notice must be accompanied by an initial deposit (the “Registration Statement”Initial Option Deposit) pursuant of One Hundred Thousand Dollars ($100,000.00). Within five (5) Business Days after determination of Fair Market Value, the Initial Option Deposit shall be increased to which units are offered for sale an amount equal to the public ten percent (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”10%) of the CompanyFair Market Value (the Additional Option Deposit). The Initial Option Deposit and Additional Option Deposit shall be paid by federal wire transfer of immediate funds or certified check, each Unit consisting of one ordinary share and shall be non refundable except in the case of the Companydefault by the applicable GHV Entity with respect to the applicable Option Property and except if the applicable GHV Entity fails to deliver title as required hereunder, no par value and shall be credited against the purchase price at the closing of the acquisition contemplated by the exercise of such a Purchase Option (“Ordinary Shares”each, an Option Closing), one right entitling and except as provided in Section 5(d) below. The balance of the Holder purchase price shall be paid at the Option Closing by federal wire transfer of immediate funds to receive one tenth an account specified by GHV at least fifteen (1/1015) days prior to the date of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary ShareOption Closing. Each Right is Option Closing shall be held on the 30th Business Day after the determination of Fair Market Value at the Closing Office commencing at 10:00 AM on such date. At the Option Closing, title to Mifflin Court and/or the leasehold interest being purchased shall be the same as on the date of the Option Notice, except that GHV shall discharge from the proceeds all mortgage and consensual liens created by the Genesis Entities thereon, and Mifflin Court shall be conveyed by special warranty deed substantially in the form attached hereto as Exhibit L 1, and the other Option Properties by assignment and assumption of leasehold interest in form consistent with Exhibit L 2 hereto. The parties shall equally split any real estate transfer tax payable and make all customary apportionments consistent with this Agreement, and all payments made by the tenant under any assigned lease shall be apportioned as of the date of the Option Closing. The parties also agree to execute and deliver such other closing documents as reasonably requested as are typical and customary in the particular jurisdiction.
(c) ETOP shall have the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this assign its Purchase Option only to an Affiliate of ETOP, except that the Purchase Options under Section 5(a)(ii) and 5(a)(iii) above also may be exercised on the next succeeding day which is not assigned to New Seasons, an affiliate of Independence Blue Cross, and no other assignment of any such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchasedpermitted. ETOP agrees to accept the Option Properties in their as is, where is condition as of the date of each Option Closing, subject to compliance by the applicable GHV Entity with the applicable GHV Facility Lease and subject to Section 5(a) above. It is understood and agreed that no Genesis Entity shall be released from liability under any lease merely as a result of the exercise of a leasehold Purchase Option; provided, however, that such lease shall terminate upon the occurrence of any consummation of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit applicable Option Closing and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon Genesis Entities shall have no liability under such exercise, shall be adjusted as therein specified. The term “lease thereafter arising.
Appears in 1 contract
Sources: Master Agreement (Eldertrust)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc.____________ (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Corp. Nagao Group Holdings Limited (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a mergerBusiness Combination or ___________ __, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2008 (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date ________ __, 2012 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 __________________________ (___________) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Company, no par value $0.001 per share (“Ordinary SharesShare”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant expiring five years from the effective date (“Effective Date”) of the registration statement (“Registration Statement”) pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is the same as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 ______ per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (Nagao Group Holdings LTD)
Purchase Option. THIS CERTIFIES THAT(a) If, in consideration on or prior to the third anniversary of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc., as registered owner this Agreement (the “HolderOption Expiration Date”), (i) there is a “Change in Control” (as defined below), (ii) Executive is terminated by Company without “Cause” (as defined below) or (iii) Executive resigns from his employment with Company for “Good Reason” (as defined below), Executive shall have the option, exercisable by written notice to Company given within 30 days after the occurrence of any such event, to purchase Biglari Capital Corp. from Company for a purchase price (the “Purchase Option Price”) equal to the sum of this purchase option (this x) the Adjusted Capital (as defined in the Amended and Restated Agreement of Limited Partnership, dated as of July 1, 2002, of The Lion Fund, L.P., as the same may be amended (the “Partnership Agreement”)) balance, if any, of Biglari Capital Corp., in its capacity as general partner of The Lion Fund, L.P., as of the Purchase Option Closing Date (as defined below), plus (y) the total Incentive Reallocation (as defined in, and calculated in accordance with Section 5.02 of, the Partnership Agreement) for the period from January 1 of the year in which such event occurs through the close of business on the Purchase Option Closing Date (the “Purchase Option”). If, and to Bison the extent that, Company shall have received distributions from Biglari Capital Acquisition Corp. in respect of such Adjusted Capital balance or Incentive Reallocation prior to the date of purchase, the amount to be paid to Company pursuant to the immediately preceding sentence is to be reduced by the amount of such prior distributions. The closing of such purchase shall take place on a date mutually agreeable to Company and Executive, but in no event later than 30 days after Executive’s exercise of the Purchase Option (the “Company”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 (the “Commencement Purchase Option Closing Date”), until 5:00 p.m., New York City local time, on . On the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Closing Date, Company shall deliver the certificate or certificates representing the shares of capital stock of Biglari Capital Corp., duly endorsed in blank for transfer or accompanied by a separate stock power duly executed in blank for transfer, against payment therefor by wire transfer of immediately available funds. Company agrees not shall convey such shares to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; providedExecutive free and clear of all liens, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit claims and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “encumbrances.
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc.Maxim Partners LLC, as registered owner of this Unit Purchase Option (the “Holder”) ” and, together with all other holders of any portion of this purchase option (this Unit Purchase Option as the context herein requires, the “Purchase OptionHolders”), to Bison I-AM Capital Acquisition Corp. Company, a Delaware corporation (the “Company”), the Holder is entitled, at any time or from time to time from during the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 period commencing (the “Commencement Date”) on the later of: (i) the consummation of a Business Transaction and (ii) twelve months following the Effective Date (defined below), until and expiring at or before 5:00 p.m., New York City local timetime ______, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter 2022 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Two Hundred Fifty Thousand (250,000) units (the “Unit(s)Units”) of the Company, each . Each Unit consisting consists of (i) one ordinary share of the CompanyCommon Stock, no $.0001 par value (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth ) and (1/10ii) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (the “Warrant(s)”) each whole Warrant to purchase one Ordinary Shareshare of Common Stock. Each Right is The Warrants expire five years from the same as effective date (the right included in “Effective Date”) of the units being registered registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is on the same terms and conditions as the warrant included in warrants underlying the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Statement. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised shall expire on the next succeeding day which that is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 11.50 per Unit so purchased; provided, however, that upon (the occurrence “Exercise Price”). The number of any of Units purchasable hereunder and the events specified Exercise Price are subject to adjustment as provided in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “.
Appears in 1 contract
Sources: Purchase Option Agreement (I-Am CAPITAL ACQUISITION Co)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc.__________ (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital CB Pharma Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a mergerBusiness Combination or [ ], share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2015 [the first anniversary of the Effective Date] (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units Units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 Four Hundred Thousand (400,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Company, no par value $0.0001 per share (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one redeemable warrant (“Warrant(s)”) ), each whole Warrant to purchase one one-half (1/2) of an Ordinary Share. Each Right is has the same terms as the right included in the units Units being registered for sale to the public by way of the Registration Statement (the “Right(s)”). Each Warrant is has the same terms as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 11.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (CB Pharma Acquisition Corp.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc., as registered owner Seller hereby gives and grants to Buyer the exclusive and irrevocable right and option to purchase the Facility (the “Holder”) of this purchase option (this “"Purchase Option”") during the Term on the sixth (6th), to Bison Capital Acquisition Corp. eleventh (the “Company”), the Holder is entitled, at any time or from time to time from the later 11th) and twentieth (20th) anniversaries of the consummation by Commercial Operation Date and upon the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until 5:00 p.m., New York City local time, on the five year anniversary expiration of the effective date Initial Term or any Renewal Term (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day extended in accordance with this Agreement) under customary terms and conditions for the purchase and sale of a facility of this type and size, satisfactory to Buyer, which terms herein. Notwithstanding anything and conditions shall provide, among other things, that Seller shall transfer to Buyer the Facility and all related tangible and intangible assets, including all drawings and specifications, warranties, software rights and other intellectual property, free and clear of all liens and encumbrances and shall assign all contract rights and interests related to the contrarydevelopment, neither this design, engineering, procurement, construction, operation and maintenance of the Facility, including the benefits of any indemnification rights and remedies regarding infringement of intellectual property rights obtained from the Construction Contractor or its major equipment suppliers. The purchase price to be paid by Buyer in connection with any exercise of the Purchase Option nor shall be the Warrants underlying this Purchase Option may be exercisable after the five year anniversary Fair Market Value of the Effective DateFacility, as determined pursuant to this Section 19.2. During For the period ending on the Expiration Dateavoidance of doubt, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any sale and purchase of the events specified in Section 6 hereof, Facility shall include all Environmental Attributes associated with any energy that will be produced by the rights granted by this Facility following such sale and purchase.
(a) In the event Buyer desires to exercise its Purchase Option, including within ninety (90) Days prior to the applicable date set forth in Section 19.2(a), Buyer shall deliver to Seller a non-binding written notice of its intent to exercise price per Unit and its Purchase Option (the number "Notice of Units Intent to Purchase"), following which the Parties shall have thirty (and Ordinary Shares30) Days to negotiate the Fair Market Value of the Facility.
(b) For purposes of this Section, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “"Fair Market Value" means the fair market value agreed by the Parties.
Appears in 1 contract
Sources: Power Purchase Agreement
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 _____ duly paid by or on behalf of EarlyBirdCapital, Inc.___________ (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Trio Merger Corp. (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a mergerBusiness Combination or __________, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2012 (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units Units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 Five Hundred Thoursand (500,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of Common Stock of the Company, no par value $0.001 per share (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)Warrant”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 11.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapitalSUNRISE SECURITIES CORP., Inc.▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC or their designees (each, a “Holder”), as registered owner (the “Holder”) of this purchase option Purchase Option (this “Purchase Option”), to Bison Capital Acquisition Corp. SMG Indium Resources Ltd. (the “Company”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a mergerafter ________, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2011 (“Business Combination”) or June 19, 2018 (the “Commencement Effective Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date ___________, 2015 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 TWO HUNDRED FIFTY THOUSAND (250,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $.001 per share (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)Warrant”) each whole Warrant expiring four years from the Effective Date of the registration statement (“Registration Statement”) pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is on the same terms and conditions as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”), except that the exercise price of each Warrant is $____ per share (such exercise price, as it may be adjusted hereunder, the “Underwriter’s Warrant Price”). If the Expiration Date is a day on which banking institutions are authorized by law to closeclose in New York City, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 __ per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Unit Purchase Option Agreement (SMG Indium Resources Ltd.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapitalH.C. Wainwright & Co., Inc.Inc. (collectively, with its successors and per▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and/or transferees, the "Holder"), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Harbor Business Acquisition Corp. (the “"Company”"), the Holder is entitled, at any time or from time to time from upon the later of (i) the consummation by the Company of a mergerBusiness Combination and (ii) ____________, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2007 (“Business Combination”) or June 19, 2018 (the “"Commencement Date”"), until and at or before 5:00 p.m., New York City local timeEastern Time, on the five year anniversary of the effective date ____________, 2011 (the “Effective "Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”"), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Two Hundred and Fifty Thousand (250,000) units (“Unit(s)”the "Units") of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $0.001 per share (“Ordinary Shares”the "Common Stock"), one right entitling and two warrants (the Holder to receive one tenth "Warrant(s)") expiring four years from the effective date (1/10"Effective Date") of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant the registration statement (“Warrant(s)”"Registration Statement") each whole Warrant pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)”"Offering"). Each Warrant is contains the same terms and conditions as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“the "Public Warrants”"), including that the Warrants underlying the Units comprising this Purchase Option have an exercise price of $5.00 per share. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 6.60 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “"
Appears in 1 contract
Sources: Purchase Option Agreement (Harbor Business Acquisition Corp.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapital, Inc.The PrinceRidge Group LLC (“Initial Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Collabrium Japan Acquisition Corp. Corporation (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities Business Combination (“Business Combination”as defined below) or June 19[●], 2018 2013 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date [●], 2017 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 four hundred thousand (400,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Companyshare, no par value value, of the Company (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is Share expiring five years from the same as the right included in the units being registered for sale to the public by way effective date of the Registration Statement (as defined below) (the Right(s)“Effective Date”). Each Warrant is identical to the same as the warrant warrants included in the Units being registered for sale to the public (“Public Warrants”) by way of the Registration Statement (“Public except the expiration date of the Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 15.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price Exercise Price per Unit and the number of Units (and number of Ordinary Shares, Rights Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (Collabrium Japan Acquisition Corp)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or The Company hereby agrees to issue and sell to the Representative (and/or its designees) on behalf of EarlyBirdCapital, Inc., as registered owner (the “Holder”) of this purchase Effective Date an option (this “Underwriter’s Purchase Option”), to Bison Capital Acquisition Corp. ) for the purchase of an aggregate of 105,000 units (the “CompanyUnderwriter’s Units”), the Holder is entitled, at any time or from time to time from the later ) for an aggregate purchase price of $100. Each of the consummation by Underwriter’s Units is identical to the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities Firm Units except that the Warrants included in the Underwriter’s Units (“Business CombinationUnderwriter’s Warrants”) or June 19, 2018 have an exercise price of $6.00 (the “Commencement Date”), until 5:00 p.m., New York City local time, on the five year anniversary 133⅓% of the effective date (the “Effective Date”) exercise price of the Company’s registration statement (Warrants included in the “Registration Statement”) pursuant to which units are offered for sale Units sold to the public (the “Offering”public), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive. The Underwriter’s Purchase Option shall be exercisable, in whole or in part, up to 157,500 units (“Unit(s)”) commencing on the later of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, Combination and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is year from the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Effective Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised and expiring on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five five-year anniversary of the Effective Date. During the period ending on the Expiration DateDate at an initial exercise price per Underwriter’s Unit of $7.20, the Company agrees not which is equal to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any 120% of the events specified in Section 6 hereof, the rights granted by this initial public offering price of a Unit. The Underwriter’s Purchase Option, including the exercise price per Unit Underwriter’s Units, the Underwriter’s Warrants and the number shares of Units Common Stock issuable upon exercise of the Underwriter’s Warrants are hereinafter referred to collectively as the “Underwriter’s Securities.” The Public Securities and the Underwriter’s Securities are hereinafter referred to collectively as the “Securities.” Except pursuant to one or more of the exceptions set forth in Rule 2710(g)(2) of the Conduct Rules of the National Association of Securities Dealers, the Underwriter’s Purchase Option shall not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Underwriter’s Purchase Option by the holder(s) thereof, for a period of one year immediately following the date the Registration Statement (and Ordinary Sharesas hereinafter defined) is declared effective by the Commission (as hereinafter defined). Notwithstanding the foregoing, Rights and Warrants) to be received upon such exercise, the Underwriter’s Purchase Option shall be adjusted as therein specified. The term “transferable to affiliates of the Underwriter.
Appears in 1 contract
Sources: Underwriting Agreement (Restaurant Acquisition Partners, Inc.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 _____ duly paid by or on behalf of EarlyBirdCapital, Inc.___________ (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Lone Oak Acquisition Corp. Corporation (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a mergerBusiness Combination or __________, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2012 (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units Units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 ________ (_______) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Company, no par value $0.001 per share (“Ordinary SharesShare”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 8.80 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (Lone Oak Acquisition Corp)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapitalMaxim Partners, Inc.LLC (collectively, with its successors and permitted assigns and/or transferees, the “Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Pinpoint Advance Corp. (the “Company”), the Holder is entitled, at any time or from time to time from after the later closing of the consummation by Offering (as defined below) and during the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 period commencing (the “Commencement Date”)) on the later of: (i) the consummation of a Business Combination and (ii) October 16, until 2007, and expiring (the “Expiration Date”) at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”)April 19, 2012, but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 One Hundred Twenty-Five Thousand (125,000) units (the “Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $.0001 per share (the “Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (the “Warrant(s)Warrant”) each whole Warrant to purchase one Ordinary Share. Each Right is share of Common Stock expiring five years from the same as effective date (the right included in “Effective Date”) of the units being registered registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is on the same terms and conditions as the warrant included in warrants underlying the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Statement. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised shall expire on the next succeeding day which that is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 11.00 per Unit so purchased; provided, however, that upon (the occurrence “Exercise Price”). The number of any of Units purchasable hereunder and the events specified Exercise Price are subject to adjustment as provided in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “.
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapitalSUNRISE SECURITIES CORP., Inc.R▇▇▇▇▇ & R▇▇▇▇▇▇, LLC or their designees (each, a “Holder”), as registered owner (the “Holder”) of this purchase option Purchase Option (this “Purchase Option”), to Bison Capital Acquisition Corp. SMG Indium Resources Ltd. (the “Company”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a mergerafter ________, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2011 (“Business Combination”) or June 19, 2018 (the “Commencement Effective Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date ___________, 2015 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 FIVE HUNDRED THOUSAND (500,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $.001 per share (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)Warrant”) each whole Warrant expiring four years from the Effective Date of the registration statement (“Registration Statement”) pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is on the same terms and conditions as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”), except that the exercise price of each Warrant is $____ per share (such exercise price, as it may be adjusted hereunder, the “Underwriter’s Warrant Price”). If the Expiration Date is a day on which banking institutions are authorized by law to closeclose in New York City, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 __ per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Unit Purchase Option Agreement (SMG Indium Resources Ltd.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapitalChardan Capital Markets, Inc.LLC (“Initial Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital CIS Acquisition Corp. Ltd. (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of (i) the consummation by consolidation of each series of the ordinary shares, $.0001 par value (“Ordinary Shares”) of the Company into one class of ordinary shares after consumption of an acquisition transaction or post-acquisition tender offer, as the case may be, or (ii) _______ , a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities date which is six months from the effective date (“Business CombinationEffective Date”) or June 19, 2018 of the registration statement (“Registration Statement”) for the offering of units (“Units”) for sale to the public (“Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date ________, 2017 (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)) [5 years following the Effective Date], but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 two hundred eighty thousand (280,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share Series A Ordinary Share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, Company and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is expiring five years from the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”)Effective Date. Each Warrant is identical to the same as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”), except that the Warrants are not redeemable by the Company. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 12.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 [100.00] duly paid by or on behalf of EarlyBirdCapital, Inc.[LAZARD CAPITAL MARKETS LLC] [LADENBURG ▇▇▇▇▇▇▇▇ & CO. INC.] (the "Initial Holder"), as registered owner (the “Holder”) of this purchase option Purchase Option (this “Purchase Option”), to Bison Capital Acquisition Corp. APEX BIOVENTURES ACQUISITION CORPORATION (the “Company”), the Initial Holder is entitled, at any time or from time to time from on and after the later of 90th day following the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities Business Combination (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local timeEastern Time, on the five year anniversary of the effective date _____________, 2012 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 [450,000] units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $.0001 per share (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant expiring four years from the effective date (“Effective Date”) of the registration statement (“Registration Statement”) pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is the same as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day (as defined below), then this Purchase Option may be exercised on the next succeeding day which is not such a day Business Day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “.
Appears in 1 contract
Sources: Purchase Option Agreement (Apex Bioventures Acquisition Corp)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital▇▇▇▇▇▇, Inc.▇▇▇▇▇ ▇▇▇▇▇, Incorporated ("HOLDER"), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Corp. (the “Company”"COMPANY"), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a mergerBusiness Combination or ____________, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2007 (“Business Combination”) or June 19, 2018 (the “Commencement Date”"COMMENCEMENT DATE"), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date ____________, 2011 (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”"EXPIRATION DATE"), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Five Hundred Thousand (500,000) units (“Unit(s)”"UNITS") of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $.0001 per share (“Ordinary Shares”"COMMON STOCK"), one right entitling and two warrants ("WARRANT(S)") expiring four years from the Holder to receive one tenth effective date (1/10"EFFECTIVE DATE") of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant the registration statement (“Warrant(s)”"REGISTRATION STATEMENT") each whole Warrant pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)”"OFFERING"). Each Warrant is the same as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”"PUBLIC WARRANTS"). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 7.50 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “"
Appears in 1 contract
Sources: Purchase Option Agreement (Energy Services Acquisition Corp.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapitalMaxim Partners LLC (collectively, Inc.with its successors and permitted assigns and/or transferees, the "Holder"), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Affinity Media International Corp. (the “"Company”"), the Holder is entitled, at any time or from time to time from upon the later of (i) the consummation by the Company of a mergerBusiness Combination and (ii) _____________, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2007 (“Business Combination”) or June 19, 2018 (the “"Commencement Date”"), until and at or before 5:00 p.m., New York City local timeEastern Time, on the five year anniversary of the effective date __________, 2011 (the “Effective "Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”"), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 One Hundred and Ninety Two Thousand and Five Hundred (192,500) units (“Unit(s)”the "Units") of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $.0001 per share (“Ordinary Shares”the "Common Stock"), one right entitling and two warrants (the Holder to receive one tenth "Warrant(s)") expiring four years from the effective date (1/10"Effective Date") of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant the registration statement (“Warrant(s)”"Registration Statement") each whole Warrant pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)”"Offering"). Each Warrant is on the same terms and conditions as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Statement, including that the Warrants underlying the Units comprising this Purchase Option have an exercise price of $5.00 per share. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 6.60 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “"
Appears in 1 contract
Sources: Purchase Option Agreement (Affinity Media International Corp.,)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc.__________ (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Corp. Arowana Inc. (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a mergerBusiness Combination or [ ], share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 201[_] [the first anniversary of the Effective Date] (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units Units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 Seven Hundred Twenty Thousand (720,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Company, no par value $0.0001 per share (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one redeemable warrant (“Warrant(s)”) ), each whole Warrant to purchase one one-half (1/2) of an Ordinary Share. Each Right is has the same terms as the right included in the units Units being registered for sale to the public by way of the Registration Statement (the “Right(s)”). Each Warrant is has the same terms as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of a total of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc., as registered owner Jesup & ▇▇▇▇▇▇ Securities Corporation (the “Holder”) ), as registered owner of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Corp. Pacific Restaurant Holdings, Inc. (the “Company”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a mergerafter February , share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2008 (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date February , 2013 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 a total of one hundred seventy thousand (170,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $0.001 per share (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant expiring five years from the effective date (“Effective Date”) of the registration statement (“Registration Statement”) pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is shall be substantially the same as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the this Purchase Option. This Purchase Option is initially exercisable at $10.00 7.20 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (Passport Restaurants, Inc.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapitalMaxim Group LLC (collectively, Inc.with its successors and permitted assigns and/or transferees, the "Holder"), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Asia Special Situation Acquisition Corp. (the “"Company”"), the Holder is entitled, at any time or from time to time from the later of after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities Business Combination (“Business Combination”) or June 19, 2018 (the “"Commencement Date”"), until and at or before 5:00 p.m., New York City local timeEastern Time, on the five year anniversary of the effective date ____________, 2012 (the “Effective "Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”"), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Four Hundred Seventy Five Thousand (475,000) units (“Unit(s)”the "Units") of the Company, each Unit consisting of one ordinary share of the Company, no par value $0.0001 per share (“the "Ordinary Shares”"), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”the "Warrant") each whole Warrant expiring four (4) years from the effective date ("Effective Date") of the registration statement ("Registration Statement") pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)”"Offering"). Each Warrant is contains the same terms and conditions as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“the "Public Warrants”"), including that the Warrants underlying the Units comprising this Purchase Option which have an exercise price of $7.50 per share. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 12.50 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “"
Appears in 1 contract
Sources: Purchase Option Agreement (Asia Special Situation Acquisition Corp)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapital, Inc.The PrinceRidge Group LLC (“Initial Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital BGS Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities Business Combination (“Business Combination”as defined below) or June 19[________], 2018 [_____]1 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date [________], [_____]2 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 three hundred forty thousand (340,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Companyshare, no par value value, of the Company (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is Share expiring five years from the same as the right included in the units being registered for sale to the public by way effective date of the Registration Statement (as defined below) (the Right(s)“Effective Date”). Each Warrant is identical to the same as the warrant warrants included in the Units being registered for sale to the public (“Public Warrants”) by way of the Registration Statement (“Public except the expiration date of the Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 15.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price Exercise Price per Unit and the number of Units (and number of Ordinary Shares, Rights Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 _____________ duly paid by or on behalf of EarlyBirdCapital, Inc.GKN Securities Corp. ("Holder"), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”, to The Millbrook Press Inc. ("Company"), to Bison Capital Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a mergerat or after __________, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 1997 (“Business Combination”) or June 19, 2018 (the “"Commencement Date”"), until and at or before 5:00 p.m., New York City local timeEastern Time, on the five year anniversary of the effective date ___________, 2001 (the “Effective "Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”"), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 units one hundred-fifty thousand (“Unit(s)”150,000) shares of Common Stock of the Company, each Unit consisting of one ordinary share of the Company, no $0.01 par value (“Ordinary Shares”)"Common Stock") and/or one hundred-fifty thousand (150,000) Common Stock Purchase Warrants, one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is share of Common Stock ("Warrants") during the same as period commencing one year and expiring five years from the right included in the units being registered for sale to the public by way effective date of the registration statement on Form SB-2 No. 333-14631 ("Registration Statement Statement") pursuant to which the Company has registered shares of Common Stock and warrants to purchase Common Stock (the Right(s)”"Effective Date"). Each Warrant is the same as the warrant included in the Units being warrants that have been registered for sale to the public by way of pursuant to the Registration Statement (“"Public Warrants”"). The shares of Common Stock and Warrants are sometimes collectively referred to herein as the "Securities." The Holder can purchase, upon exercise of the Purchase Option, either shares of Common Stock or Warrants or both. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 ____ per Unit so share of Common Stock and $0.__ per Warrant purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “number
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or The Company hereby agrees to issue and sell to the Representative (and/or their designees) on behalf of EarlyBirdCapital, Inc., as registered owner (the “Holder”) of this purchase Effective Date an option (this “Representative’s Purchase Option”)) for the purchase of an aggregate of 500,000 units (“Representative’s Units”) for an aggregate purchase price of $100. Each of the Representative’s Units is identical to the Firm Units, except that each of the units underlying the Representative's Purchase Option entitles the holder to Bison Capital Acquisition Corp. purchase the unit at a price of $10.00 and each of the warrants underlying the Representative’s Purchase Option entitles the holder to purchase one share of our Common Stock at a price of $7.50. (the “CompanyRepresentative’s Warrants”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”) of the Company. The Representative’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receivePurchase Option shall be exercisable, in whole or in part, up to 157,500 units (“Unit(s)”) commencing on the later of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, Combination or one year from the Effective Date and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised expiring on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five four-year anniversary of the Effective Date. During the period ending on the Expiration DateDate at an initial exercise price per Representative’s Unit of $7.50, the Company agrees not which is equal to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any one hundred twenty-five percent (125%) of the events specified in Section 6 hereof, the rights granted by this initial public offering price of a Unit. The Representative’s Purchase Option, including the exercise price per Unit Representative’s Units, the Representative’s Warrants and the number shares of Units Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions against transferring the Representative’s Purchase Option or the underlying securities during the first year after the Effective Date, as set forth in Section 3 of the Representative’s Purchase Option including, but not limited to, the agreement of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. that it will not sell, transfer, assign, pledge or hypothecate the Representative's Purchase Option, or its underlying securities, for a period of one year following the Effective Date to anyone other than (and Ordinary Sharesi) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. or an underwriter or a selected dealer in connection with the Offering, Rights and Warrantsor (ii) to be received upon a bona fide officer or partner of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. or of any such exerciseunderwriter or selected dealer, shall be adjusted as therein specified. The term in accordance with the National Association of Securities Dealers, Inc. (“NASD”) Conduct Rule 2710(g)(1).
Appears in 1 contract
Sources: Underwriting Agreement (Global Technology Industries, Inc.)
Purchase Option. THIS PURCHASE OPTION CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapitalMaxim Partners, Inc.LLC (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Corp. Fuwei Films (Holdings) Co., Ltd., a Cayman Islands corporation (the “Company”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), entitled to subscribe for, purchase and receive, in whole or in part, up to 157,500 units [____________] (“Unit(s)”[______]) ordinary shares, par value US$0.129752 per share, of the Company, each Unit consisting of one ordinary share of Company (the Company, no par value (“Ordinary Shares”), one right entitling at any time during the Holder to receive one tenth period commencing six (1/106) of an Ordinary Share upon consummation of a Business Combinationmonths (the “Commencement Date”), and one-half of one warrant expiring at 5:00 p.m. New York City Time five (5) years, (“Warrant(s)Expiration Date”) each whole Warrant to purchase one Ordinary Share. Each Right is from the same as the right included in the units being registered for sale to the public by way closing date of the Registration Statement Company’s initial public offering (the Right(s)“Closing Date”)) described in that certain registration statement on Form F-1, as amended (No. Each Warrant is 333-138948) (the same as “Registration Statement”) pursuant to which the warrant included in Company has registered the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Shares. If the Expiration Date is a day on which banking institutions in New York City are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which that is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 [_______] per Unit so purchasedshare purchased [115% of the initial public offering price per share] (the “Exercise Price”); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit Exercise Price and the number of Units (and Ordinary Shares, Rights and Warrants) Shares to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (Fuwei Films (Holdings), Co. Ltd.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc.Maxim Partners LLC, as registered owner of this Unit Purchase Option (the “Holder”) ” and, together with all other holders of any portion of this purchase option (this Unit Purchase Option as the context herein requires, the “Purchase OptionHolders”), to Bison I-AM Capital Acquisition Corp. Company, a Delaware corporation (the “Company”), the Holder is entitled, at any time or from time to time from during the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 period commencing (the “Commencement Date”) on the later of: (i) the consummation of a Business Transaction and (ii) twelve months following the Effective Date (defined below), until and expiring at or before 5:00 p.m., New York City local timetime August 22, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter 2022 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Two Hundred Fifty Thousand (250,000) units (the “Unit(s)Units”) of the Company, each . Each Unit consisting consists of (i) one ordinary share of the CompanyCommon Stock, no $.0001 par value (“Ordinary SharesCommon Stock”), (ii) one warrant (the “Warrant(s)”) to purchase one share of Common Stock and (iii) one right entitling the Holder to receive one one-tenth (1/10) of an Ordinary Share one share of Common Stock upon consummation of a Business Combination, and one-half of one warrant Transaction (the “Warrant(sRight(s)”) each whole Warrant . The Warrants expire five years from the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant and Right is on the same terms and conditions as the warrant included in warrants and rights underlying the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Statement. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised shall expire on the next succeeding day which that is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 11.50 per Unit so purchased; provided, however, that upon (the occurrence “Exercise Price”). The number of any of Units purchasable hereunder and the events specified Exercise Price are subject to adjustment as provided in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “.
Appears in 1 contract
Sources: Purchase Option Agreement (I-Am CAPITAL ACQUISITION Co)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapital, Inc.The PrinceRidge Group LLC (“Initial Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital BGS Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities Business Combination (“Business Combination”as defined below) or June 19[________], 2018 [_____] (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date [________], [_____] (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 four hundred fifty thousand (450,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Companyshare, no par value value, of the Company (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is Share expiring five years from the same as the right included in the units being registered for sale to the public by way effective date of the Registration Statement (as defined below) (the Right(s)“Effective Date”). Each Warrant is identical to the same as the warrant warrants included in the Units being registered for sale to the public (“Public Warrants”) by way of the Registration Statement (“Public except the expiration date of the Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 15.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price Exercise Price per Unit and the number of Units (and number of Ordinary Shares, Rights Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 22.86 duly paid by or on behalf of EarlyBirdCapital, Inc.▇▇▇▇▇▇ ▇▇▇▇▇▇ (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital China VantagePoint Acquisition Corp. Company (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a mergerBusiness Combination or February 18, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2012 (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary earlier of the effective date liquidation of the Company’s Trust Fund (the “Effective Date”) of as described in the Company’s registration statement (the “Registration Statement”) pursuant to which units Units are offered for sale to the public (the “Offering”)) in the event the Company has not completed a Business Combination within the required time periods and February 18, 2016, five years from the effective date (“Effective Date”) of the Registration Statement (“Expiration Date”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Forty Thousand (40,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Company, no par value $0.0001 per share (“Ordinary SharesShare”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the whole warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 6.60 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (China VantagePoint Acquisition Co)
Purchase Option. THIS CERTIFIES THATFollowing the issuance of an effective date for the Public Report for the redeveloped Project, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc., as registered owner Licensee shall have a right to purchase the fee simple interest (the “Holder”) of this purchase option (this “Purchase Option”)) in the Converted CPR Ag Lot to be created by the Redevelopment, subject to Bison Capital Acquisition Corp. the following:
(a) Provided Licensee is not then in default under this Agreement, Licensee may exercise the Purchase Option for the Purchase Price (defined below) at any time following the issuance of an effective date for the Public Report (the “CompanyOption Open Date”) and ending on the last day of this Agreement, as set forth in this Section 3.
(b) The purchase price for the Converted CPR Ag Lot (the “Purchase Price”) shall be equal to the sum of (i) $125,000 per acre within the Converted CPR Ag Lot, based on the area of the Converted CPR Ag Lot shown in the CPR Documents rounded to the nearest thousandth of an acre, plus (ii) the conversion fee (the “Conversion Fee”) set forth in the table below, which is calculated based on the date of the Fee Simple Closing of the Converted CPR Ag Lot. Licensee shall receive a credit equal to the 99-Year Fee set forth in Section 1(e) of the Specific Provisions of this Agreement against the Purchase Price, as described in Section 7 of Addendum C. As used in this Addendum D, “Fee Simple Closing” shall mean the date of the recordation of the instrument conveying the Converted CPR Ag Lot to Licensee (the “Unit Deed”), in a form registered with the Holder is entitled, at any time or from time to time from REC in connection with the later Public Report. Within the first year following Option Open Date $1.00 Within the second year following Option Open Date $1,000.00 Within the third year following Option Open Date $10,000.00 Within the fourth year following Option Open Date $20,000.00 Commencing on the first day of the consummation fifth year following the Option Open Date and each year thereafter, the Conversion Fee shall increase annually over the Conversion Fee for the immediately preceding year by the Company greater of: (a) the Cost of Living Factor; or (b) five percent (5%). As used herein, “Cost of Living Factor” shall be a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities factor whose numerator is the annual index figure stated in the Consumer Price Index (“Business CombinationCPI”) or June 19for all items for the “Standard Metropolitan Statistical Area of Honolulu, 2018 Hawaii, All Urban Consumers” published by the Bureau of Statistics of the United States Department of Labor (1982-1984 = 100) in effect on the applicable annual anniversary of the Option Open Date (the “Commencement CPI Measurement Date”), until 5:00 p.m.and whose denominator is the annual CPI in affect one (1) year prior to the applicable CPI Measurement Date. If no separate CPI for Honolulu is published, New York City local time, on the five year anniversary of the effective date (CPI shall be the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale Consumer Price Index” applicable to the public (the “Offering”)area in which Honolulu is included, but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combinationif any, and one-half of one warrant (otherwise, the national “Warrant(s)Consumer Price Index”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date CPI is a day discontinued, the Cost of Living Factor shall be based on which banking institutions are authorized by law to close, then this Purchase Option may be exercised comparable statistics on the next succeeding day which is not such a day changes in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary purchasing power of the Effective Date. During consumer dollar for the period ending on the Expiration Dateapplicable periods, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted as published by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “a responsible financial periodical report.
Appears in 1 contract
Sources: 99 Year License Agreement
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 _________ duly paid by or on behalf of EarlyBirdCapital, Inc.________ (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Israel Technology Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a mergerBusiness Combination or July 12, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2006 (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local timeEastern Time, on the five year anniversary of the effective date July 11, 2010 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 ___________ (_________) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $.0001 per share (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant two warrants (“Warrant(s)”) each whole Warrant expiring four years from the effective date (“Effective Date”) of the registration statement (“Registra-tion Statement”) pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is the same as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public WarrantsWar-rants”)) except that the Warrants have an exercise price of $6.65 per share. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 7.50 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (Israel Technology Acquisition Corp.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 funds duly paid by or on behalf of EarlyBirdCapital, Inc.Lazard Capital Markets LLC (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Aquasition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from the later of (i) the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities an Acquisition Transaction and (“Business Combination”ii) or June 19, 2018 ________________ [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT] (the “Commencement Date”), until and at or before 5:00 p.m., New York City local timeEastern Time, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter ___________________ [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 250,000 units (the “Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Company, no par value $0.0001 per share (collectively, the “Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (collectively, the “Warrant(s)Warrants”) each whole Warrant to purchase one Ordinary Share. Each Right is share of Common Stock expiring five years from the same as effective date (the right included in “Effective Date”) of the units being registered registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is on the same terms and conditions as the warrant included in warrants underlying the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)except that the Warrants expire on the five year anniversary of the Effective Date, may be exercised cashlessly and cannot be redeemed by the Company. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 12.50 per Unit so purchased(125% of the price of the Units sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context.
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT(a) Provided that Guardant Health, Inc. or a Permitted Assignee is then the Tenant hereunder, occupies at least sixty percent (60%) of the Leased Premises or is the tenant of the entire Property, and is not in consideration of $100.00 duly paid by monetary or on behalf of EarlyBirdCapitalmaterial non-monetary default beyond any notice and cure period expressly set forth in this Lease, Inc., as registered owner then prior to entering into a purchase and sale agreement with a third party for Landlord’s ground leasehold interest in the Property (the “Holder”) of this purchase option (this “Purchase OptionGround Lessee’s Interest”), to Bison Capital Acquisition Corp. Landlord shall deliver a written notice (the “CompanyLandlord’s Sale Notice”) to Tenant setting forth the material terms upon which Landlord is willing to so sell the Ground Lessee’s Interest to such third party. Tenant shall notify Landlord in writing within ten (10) business days after receipt of the Landlord’s Sale Notice of Tenant’s election to purchase the Ground Lessee’s Interest on the terms set forth in the Landlord’s Sale Notice (“Tenant’s Purchase Election Notice”). In the event Tenant delivers Tenant’s Purchase Election Notice within the time period required herein, then the Holder is entitledparties shall within an additional period of ten (10) business days, at any time or from time to time from enter into a purchase and sale agreement reflecting the later terms set forth in the Landlord’s Sale Notice and otherwise substantially in the form of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 Exhibit K attached hereto (the “Commencement DatePSA”).
(b) Failure of Tenant to deliver Tenant’s Purchase Election Notice within the forgoing ten (10) business day period shall be deemed an election by Tenant to not acquire the Ground Lessee’s Interest.
(c) Failure of Tenant to enter into the PSA within the forgoing ten (10) business day period shall be deemed an election by Tenant to not acquire the Ground Lessee’s Interest except solely in the event Landlord failed to negotiate in good faith.
(d) If Tenant elects or is deemed to have elected not to acquire the Ground Lessee’s Interest, until 5:00 p.m., New York City local time, then Landlord shall be free to sell the Ground Lessee’s Interest to a third party to a third party on such terms as shall be agreed upon by Landlord and such third party. In the five year anniversary event that Landlord proposes to do so at a net purchase price that is less than ninety percent (90%) of the effective purchase price specified in Landlord’s Sale Notice, or Landlord does sell the Ground Lessee’s Interest within 270 days after the date of Landlord’s Sale Notice, Tenant’s rights under Paragraph 17.3 shall be revived and Landlord shall deliver a revised Landlord’s Sale Notice (the “Effective DateRevised Landlord’s Sale Notice”) of offering to sell the CompanyGround Lessee’s registration statement Interest to Tenant at such proposed lower price and Tenant shall have the right to purchase the Ground Lessee’s Interest on the terms set forth in such Revised Landlord’s Sale Notice, by notice to Landlord given within ten (the “Registration Statement”10) pursuant to which units are offered for sale business days after Tenant’s receipt thereof.
(e) Anything in this Lease to the public (the “Offering”)contrary notwithstanding, but Tenant shall not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as have the right included to deliver Tenant’s Purchase Election Notice during any period that Tenant is in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of monetary or material non-monetary default under any of the events specified in Section 6 hereofterms, the rights granted by covenants or conditions of this Purchase OptionLease with respect to which it has received a written notice from Landlord if such default remains uncured, including the exercise price per Unit and the number of Units (time periods provided for herein shall not be tolled or extended during Tenant’s cure thereof, but the foregoing shall not be read to prevent Tenant from curing the applicable default and Ordinary Sharesthen delivering Tenant’s Purchase Election Notice once the default is cured if such cure is completed within the applicable cure period, Rights if any, expressly set forth in this Lease, and Warrants) to be received upon such exercise, shall be adjusted as therein specifiedTenant’s Purchase Election Notice is delivered within the time periods provided above. The term “45 99090796v.12
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 funds duly paid by or on behalf of EarlyBirdCapital, Inc.Aegis Capital Corp. (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Corp. CNS Response, Inc. (the “Company”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a merger______________, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 2013 [DATE THAT IS ONE YEAR AFTER DATE OF PROSPECTUS] (the “Commencement Date”), until and at or before 5:00 p.m., New York City local Eastern time, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”)_______________, but not thereafter 2017 [DATE THAT IS FIVE YEARS AFTER DATE OF PROSPECTUS] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) ____ shares of common stock of the Company, each Unit consisting of one ordinary share of the Company, no par value $0.001 per share (the “Ordinary Shares”), one right entitling the Holder subject to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same adjustment as the right included provided in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 ___ per Unit so purchasedShare (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit Share and the number of Units (and Ordinary Shares, Rights and Warrants) Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context.
Appears in 1 contract
Sources: Representative’s Option Agreement (CNS Response, Inc.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapitalMaxim Group LLC (collectively, Inc.with its successors and permitted assigns and/or transferees, the "Holder"), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Pinpoint Advance Corp. (the “"Company”"), the Holder is entitled, at any time or from time to time from upon the later of (i) the consummation by the Company of a mergerBusiness Combination and (ii) ____________, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2007 (“Business Combination”) or June 19, 2018 (the “"Commencement Date”"), until and at or before 5:00 p.m., New York City local timeEastern Time, on the five year anniversary of the effective date ____________, 2011 (the “Effective "Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”"), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 One Hundred and Fifty Six Thousand Two Hundred Fifty (156,250) units (“Unit(s)”the "Units") of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $0.0001 per share (“Ordinary Shares”the "Common Stock"), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”the "Warrant") each whole Warrant expiring four years from the effective date ("Effective Date") of the registration statement ("Registration Statement")pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)”"Offering"). Each Warrant is contains the same terms and conditions as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“the "Public Warrants”"), including that the Warrants underlying the Units comprising this Purchase Option have an exercise price of $6.00 per share. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 8.80 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “"
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc.__________ (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Corp. Arowana Inc. (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a mergerBusiness Combination or [ ], share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 201[_] [the first anniversary of the Effective Date] (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units Units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 Six Hundred Thousand (600,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Company, no par value $0.0001 per share (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one redeemable warrant (“Warrant(s)”) ), each whole Warrant to purchase one one-half (1/2) of an Ordinary Share. Each Right is has the same terms as the right included in the units Units being registered for sale to the public by way of the Registration Statement (the “Right(s)”). Each Warrant is has the same terms as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Effective Date an option ("Underwriter's Purchase Option") for the purchase of an aggregate of 105,000 units ("Underwriter's Units") for an aggregate purchase price of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc., as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from the later 100. Each of the consummation by Underwriter's Units is identical to the Company Firm Units except that the Warrants included in the Underwriter's Units ("Underwriter's Warrants") have an exercise price of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities $6.00 (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until 5:00 p.m., New York City local time, on the five year anniversary 1331/3% of the effective date (the “Effective Date”) exercise price of the Company’s registration statement (Warrants included in the “Registration Statement”) pursuant to which units are offered for sale Units sold to the public (the “Offering”public), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive. The Underwriter's Purchase Option shall be exercisable, in whole or in part, up to 157,500 units (“Unit(s)”) commencing on the later of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, Combination and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is year from the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Effective Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised and expiring on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five five-year anniversary of the Effective Date. During the period ending on the Expiration DateDate at an initial exercise price per Underwriter's Unit of $7.20, the Company agrees not which is equal to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any 120% of the events specified in Section 6 hereof, the rights granted by this initial public offering price of a Unit. The Underwriter's Purchase Option, including the exercise price per Unit Underwriter's Units, the Underwriter's Warrants and the number shares of Units Common Stock issuable upon exercise of the Underwriter's Warrants are hereinafter referred to collectively as the "Underwriter's Securities." The Public Securities and the Underwriter's Securities are hereinafter referred to collectively as the "Securities." Except pursuant to one or more of the exceptions set forth in Rule 2710(g)(2) of the Conduct Rules of the National Association of Securities Dealers, the Underwriter's Purchase Option shall not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Underwriter's Purchase Option by the holder(s) thereof, for a period of one year immediately following the date the Registration Statement (and Ordinary Sharesas hereinafter defined) is declared effective by the Commission (as hereinafter defined). Notwithstanding the foregoing, Rights and Warrants) to be received upon such exercise, the Underwriter's Purchase Option shall be adjusted as therein specified. The term “transferable to affiliates of the Underwriter.
Appears in 1 contract
Sources: Underwriting Agreement (Restaurant Acquisition Partners, Inc.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapital, Inc.[ ], as registered owner of this Unit Purchase Option (the “Holder”) ” and, together with all other holders of any portion of this purchase option (this Unit Purchase Option as the context herein requires, the “Purchase OptionHolders”), to Bison Capital Acquisition Corp. Lucid, Inc., a New York corporation (the “Company”), the Holder is entitled, at any time or from time to time from after the later closing of the consummation by Offering (as defined below) and during the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 period commencing (the “Commencement Date”) on [ ] (the one hundred and eighty day anniversary of the Effective Date (defined below)), until and expiring at or before 5:00 p.m., New York City local time, on [ ](the five year anniversary of the effective date Effective Date (the “Effective Date”defined below)) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 [ ] ([ ]) units (the “Unit(s)Units”) of the Company, each . Each Unit consisting consists of (i) one ordinary share of the CompanyCommon Stock, no $0.01 par value (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth ) and (1/10ii) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (the “Warrant(s)”) each whole Warrant to purchase one Ordinary Shareshare of Common Stock. Each Right is The Warrants expire five years from the same as effective date (the right included in “Effective Date”) of the units being registered registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is on the same terms and conditions as the warrant included in warrants underlying the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Statement, except that the Warrants to be issued hereunder shall also contain a cashless exercise provision and shall not be subject to the redemption provisions. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised shall expire on the next succeeding day which that is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 [ ] per Unit so purchased; provided, however, that upon (the occurrence “Exercise Price”). The number of any of Units purchasable hereunder and the events specified Exercise Price are subject to adjustment as provided in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “.
Appears in 1 contract
Purchase Option. THIS CERTIFIES THATFollowing the issuance of an effective date for the Public Report for the Project, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc., as registered owner Licensee shall have a right to purchase the fee simple interest (the “Holder”) of this purchase option (this “Purchase Option”)) in the Converted CPR Ag Lot to be created by the Development, subject to Bison Capital Acquisition Corp. the following:
(a) Provided Licensee is not then in default under this Agreement, Licensee may exercise the Purchase Option for the Purchase Price (defined below) at any time following the issuance of an effective date for the Public Report (the “CompanyOption Open Date”) and ending on the last day of this Agreement, as set forth in this Section 3.
(b) The purchase price for the Converted CPR Ag Lot (the “Purchase Price”) shall be equal to the sum of (i) $130,000 per acre within the Converted CPR Ag Lot, based on the area of the Converted CPR Ag Lot shown in the CPR Documents rounded to the nearest thousandth of an acre, plus (ii) the conversion fee (the “Conversion Fee”) set forth in the table below, which is calculated based on the date of the Fee Simple Closing of the Converted CPR Ag Lot. Licensee shall receive a credit equal to the 99-Year Fee set forth in Section 1(e) of the Specific Provisions of this Agreement against the Purchase Price, as described in Section 7 of Addendum C. As used in this Addendum D, “Fee Simple Closing” shall mean the date of the recordation of the instrument conveying the Converted CPR Ag Lot to Licensee (the “Unit Deed”), in a form registered with the Holder is entitled, at any time or from time to time from REC in connection with the later Public Report. Within the first year following Option Open Date $1.00 Within the second year following Option Open Date $1,000.00 Within the third year following Option Open Date $10,000.00 Within the fourth year following Option Open Date $20,000.00 Commencing on the first day of the consummation fifth year following the Option Open Date and each year thereafter, the Conversion Fee shall increase annually over the Conversion Fee for the immediately preceding year by the Company greater of: (a) the Cost of Living Factor; or (b) five percent (5%). As used herein, “Cost of Living Factor” shall be a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities factor whose numerator is the annual index figure stated in the Consumer Price Index (“Business CombinationCPI”) or June 19for all items for the “Standard Metropolitan Statistical Area of Honolulu, 2018 Hawaii, All Urban Consumers” published by the Bureau of Statistics of the United States Department of Labor (1982-1984 = 100) in effect on the applicable annual anniversary of the Option Open Date (the “Commencement CPI Measurement Date”), until 5:00 p.m.and whose denominator is the annual CPI in affect one (1) year prior to the applicable CPI Measurement Date. If no separate CPI for Honolulu is published, New York City local time, on the five year anniversary of the effective date (CPI shall be the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale Consumer Price Index” applicable to the public (the “Offering”)area in which Honolulu is included, but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combinationif any, and one-half of one warrant (otherwise, the national “Warrant(s)Consumer Price Index”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date CPI is a day discontinued, the Cost of Living Factor shall be based on which banking institutions are authorized by law to close, then this Purchase Option may be exercised comparable statistics on the next succeeding day which is not such a day changes in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary purchasing power of the Effective Date. During consumer dollar for the period ending on the Expiration Dateapplicable periods, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted as published by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “a responsible financial periodical report.
Appears in 1 contract
Sources: 99 Year License Agreement
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapitalF▇▇▇▇▇, Inc.B▇▇▇▇ W▇▇▇▇, Incorporated (“Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a mergerBusiness Combination or , share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities 2007 (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date , 2011 (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Five Hundred Thousand (500,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of common stock of the Company, no par value $.0001 per share (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant two warrants (“Warrant(s)”) each whole Warrant expiring four years from the effective date (“Effective Date”) of the registration statement (“Registration Statement”) pursuant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is the same as the warrant warrants included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 7.50 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights shares of Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Sources: Purchase Option Agreement (Energy Services Acquisition Corp.)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapital, Inc.The PrinceRidge Group LLC (“Initial Holder”), as registered owner (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital BGS Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from upon the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities Business Combination (“Business Combination”as defined below) or June 19[________], 2018 [_____] (the “Commencement Date”), until and at or before 5:00 p.m., New York City local time, on the five year anniversary of the effective date [________], [_____] (the “Effective Expiration Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”)thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 four hundred fifty thousand (450,000) units (“Unit(s)Units”) of the Company, each Unit consisting of one ordinary share of the Companyshare, no par value value, of the Company (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is Share expiring five years from the same as date on which we consummate the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”)Business Combination. Each Warrant is identical to the same as the warrant warrants included in the Units being registered for sale to the public (“Public Warrants”) by way of the Registration Statement (“Public Warrants”)Statement. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 15.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price Exercise Price per Unit and the number of Units (and number of Ordinary Shares, Rights Shares and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapital▇▇▇▇ Capital Partners, Inc.LLC, as registered owner of this Unit Purchase Option (the “Holder”) ” and, together with all other holders of any portion of this purchase option (this Unit Purchase Option as the context herein requires, the “Purchase OptionHolders”), to Bison Capital Acquisition Corp. Lucid, Inc., a New York corporation (the “Company”), the Holder is entitled, at any time or from time to time from after the later closing of the consummation by Offering (as defined below) and during the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 period commencing (the “Commencement Date”) on December 27, 2012 (the one year anniversary of the Effective Date (defined below)), until and expiring at or before 5:00 p.m., New York City local time, on December 27, 2016 (the five year anniversary of the effective date Effective Date (the “Effective Date”defined below)) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Fifteen Thousand Two Hundred and Sixty Eight (15,268) units (the “Unit(s)Units”) of the Company, each . Each Unit consisting consists of (i) one ordinary share of the CompanyCommon Stock, no $0.01 par value (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth ) and (1/10ii) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (the “Warrant(s)”) each whole Warrant to purchase one Ordinary Shareshare of Common Stock. Each Right is The Warrants expire five years from the same as effective date (the right included in “Effective Date”) of the units being registered registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is on the same terms and conditions as the warrant included in warrants underlying the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Statement, except that the Warrants to be issued hereunder shall also contain a cashless exercise provision and shall not be subject to the redemption provisions. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised shall expire on the next succeeding day which that is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 5.04 per Unit so purchased; provided, however, that upon (the occurrence “Exercise Price”). The number of any of Units purchasable hereunder and the events specified Exercise Price are subject to adjustment as provided in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “.
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or The Company hereby agrees to issue and sell to the Representative (and/or their designees) on behalf of EarlyBirdCapital, Inc., as registered owner (the “Holder”) of this purchase Effective Date an option (this “Representative’s Purchase Option”)) for the purchase of an aggregate of 500,000 units (“Representative’s Units”) for an aggregate purchase price of $100. Each of the Representative’s Units is identical to the Firm Units, except that each of the units underlying the Representative's Purchase Option entitles the holder to Bison Capital Acquisition Corp. purchase the unit at a price of $10.00 and each of the warrants underlying the Representative’s Purchase Option entitles the holder to purchase one share of our Common Stock at a price of $7.50. (the “CompanyRepresentative’s Warrants”), the Holder is entitled, at any time or from time to time from the later of the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 (the “Commencement Date”), until 5:00 p.m., New York City local time, on the five year anniversary of the effective date (the “Effective Date”) of the Company. The Representative’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receivePurchase Option shall be exercisable, in whole or in part, up to 157,500 units (“Unit(s)”) commencing on the later of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, Combination or one year from the Effective Date and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised expiring on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five four-year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable Date at an initial exercise price per Representative’s Unit of $10.00 per Unit so purchased; provided, however, that upon the occurrence of any which is equal to one hundred twenty-five percent (125%) of the events specified in Section 6 hereof, the rights granted by this initial public offering price of a Unit. The Representative’s Purchase Option, including the exercise price per Unit Representative’s Units, the Representative’s Warrants and the number shares of Units Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions against transferring the Representative’s Purchase Option or the underlying securities during the first year after the Effective Date, as set forth in Section 3 of the Representative’s Purchase Option including, but not limited to, the agreement of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. that it will not sell, transfer, assign, pledge or hypothecate the Representative's Purchase Option, or its underlying securities, for a period of one year following the Effective Date to anyone other than (and Ordinary Sharesi) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. or an underwriter or a selected dealer in connection with the Offering, Rights and Warrantsor (ii) to be received upon a bona fide officer or partner of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. or of any such exerciseunderwriter or selected dealer, shall be adjusted as therein specified. The term in accordance with the National Association of Securities Dealers, Inc. (“NASD”) Conduct Rule 2710(g)(1).
Appears in 1 contract
Sources: Underwriting Agreement (Global Technology Industries, Inc.)
Purchase Option. THIS CERTIFIES THATFollowing the creation of the Converted CPR Ag Lot and, in consideration if required under the CPR Act, the issuance of $100.00 duly paid by or on behalf of EarlyBirdCapitalan effective date for the Public Report for the redeveloped Project, Inc., as registered owner Licensee shall have a right to purchase the fee simple interest (the “Holder”) of this purchase option (this “Purchase Option”)) in the Converted CPR Ag Lot to be created by the Redevelopment or the Alternate Redevelopment, subject to Bison Capital Acquisition Corp. the following:
a. Provided Licensee is not then in default under this Agreement, Licensee may exercise the Purchase Option for the Purchase Price (defined below) at any time following the creation of the Converted CPR Ag Lot, and, if required under CPR Act, the issuance of an effective date for the Public Report (the “CompanyOption Open Date”) and ending on the last day of this Agreement, as set forth in this Section 2.
b. The purchase price for the Converted CPR Ag Lot (the “Purchase Price”) shall be equal to the sum of (i) the applicable price per acre set forth in Section 1(e) of the Special Provisions multiplied by the number of acres within the Converted CPR Ag Lot, based on the area of the Converted CPR Ag Lot shown in the CPR Documents rounded to the nearest thousandth of an acre, plus (ii) the conversion fee (the “Conversion Fee”) set forth in the table below, which is calculated based on the date of the Fee Simple Closing of the Converted CPR Ag Lot. Licensee shall receive a credit equal to the 99-Year Fee set forth in Section 1(e) of the Specific Provisions of this Agreement against the Purchase Price, as described in Section 7 of Addendum C. As used in this Addendum D, “Fee Simple Closing” shall mean the date of the recordation of the instrument conveying the Converted CPR Ag Lot to Licensee (the “Unit Deed”), in a form registered with the Holder is entitled, at any time or from time to time from REC in connection with the later Public Report. Within the first year following Option Open Date $1.00 Within the second year following Option Open Date $1,000.00 Within the third year following Option Open Date $10,000.00 Within the fourth year following Option Open Date $20,000.00 Commencing on the first day of the consummation fifth year following the Option Open Date and each year thereafter, the Conversion Fee shall increase annually over the Conversion Fee for the immediately preceding year by the Company greater of: (a) the Cost of Living Factor; or (b) five percent (5%). As used herein, “Cost of Living Factor” shall be a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities factor whose numerator is the annual index figure stated in the Consumer Price Index (“Business CombinationCPI”) or June 19for all items for the “Standard Metropolitan Statistical Area of Honolulu, 2018 Hawaii, All Urban Consumers” published by the Bureau of Statistics of the United States Department of Labor (1982-1984 = 100) in effect on the applicable annual anniversary of the Option Open Date (the “Commencement CPI Measurement Date”), until 5:00 p.m.and whose denominator is the annual CPI in affect one (1) year prior to the applicable CPI Measurement Date. If no separate CPI for Honolulu is published, New York City local time, on the five year anniversary of the effective date (CPI shall be the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale Consumer Price Index” applicable to the public (the “Offering”)area in which Honolulu is included, but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combinationif any, and one-half of one warrant (otherwise, the national “Warrant(s)Consumer Price Index”) each whole Warrant to purchase one Ordinary Share. Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date CPI is a day discontinued, the Cost of Living Factor shall be based on which banking institutions are authorized by law to close, then this Purchase Option may be exercised comparable statistics on the next succeeding day which is not such a day changes in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary purchasing power of the Effective Date. During consumer dollar for the period ending on the Expiration Dateapplicable periods, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted as published by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “a responsible financial periodical report.
Appears in 1 contract
Sources: 99 Year License Agreement
Purchase Option. THIS CERTIFIES THATCommencing upon the first (1st) day of the 11th Lease Year, in consideration of $100.00 duly paid by or on behalf of EarlyBirdCapital, Inc., as registered owner Tenant shall have the option to purchase the Premises ("Option") upon sixty (60) days written notice to Landlord (the “Holder”) of this purchase option (this “Purchase Option”), to Bison Capital Acquisition Corp. (the “Company”), the Holder is entitled, at any time or from time to time from the later 60th day following delivery of the consummation by notice of exercise of the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (Option being hereunder referred to as “Business Combination”) or June 19, 2018 (the “Commencement Closing Date”), until 5:00 p.m., New York City local time, on upon the five year anniversary following conditions:
A. The Option shall apply to the entirety of the effective date Premises. Tenant must purchase the entire Premises and may not purchase a portion thereof.
B. Except as set forth in Section 12.L hereof, there shall be no uncured Event of Default under the Lease and Tenant shall be in good standing under this Lease.
C. The purchase price shall be ninety percent (the “Effective Date”90%) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter (the “Expiration Date”), to subscribe for, purchase and receive, in whole or in part, up to 157,500 units (“Unit(s)”) appraised value of the Company, each Unit consisting of one ordinary share of the Company, no par value (“Ordinary Shares”), one right entitling the Holder to receive one tenth (1/10) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (“Warrant(s)”) each whole Warrant to purchase one Ordinary Share. Each Right is the same Premises as the right included in the units being registered for sale to the public by way of the Registration Statement (the Right(s)”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During The appraised value of the period ending on Premises (exclusive of the Expiration DateCity Alleyways) as of the Effective Date is Three Million Seven Hundred Forty Thousand and 00/100 Dollars ($3,740,000) for a purchase price of Three Million Three Hundred Sixty Six Thousand and 00/100 Dollars ($3,366,000), plus ninety percent (90%) of the Company agrees not to take any action that would terminate appraised value of the City Alleyways (the “Purchase Option. This Purchase Option is initially exercisable at $10.00 per Unit so purchasedPrice”); provided, however, that upon Tenant shall receive a credit against the occurrence purchase price in an amount equal to the sum of any all payments of Base Rent paid pursuant to the terms of this Lease through the date of delivery of the events specified Deed (as hereinafter defined). The Purchase Price shall be delivered to Landlord upon Landlord’s delivery to Tenant of the Deed.
D. The notice shall be accompanied by a non-refundable deposit equal to ten percent (10%) of the purchase price.
E. Tenant shall pay all customary closing costs including, without limitation, title searches, title premiums, documentary stamps and surtax on the deed, survey and Landlord's reasonable outside counsel legal fees.
F. There shall be no contingencies on Tenant's obligation to close.
G. Rent shall be paid through the Closing Date.
H. The transfer is subject to and Tenant must comply with all applicable laws, including, but not limited to the Landlord’s City Charter and Code of Ordinances.
I. The conveyance of the Premises shall be by Special Warranty deed, subject only to the Permitted Encumbrances (the “Deed”).
J. The Deed shall be delivered on the Closing Date, along with such other documents as may reasonably be required by the Title Company in order to insure the transferee’s fee simple title to the Premises.
K. Notwithstanding anything contained herein to the contrary, Landlord acknowledges and agrees then Tenant may designate an affiliate of Tenant as the purchaser of the fee simple title to the Premises, and Landlord agrees to transfer title to such designee; provided however, such affiliate of Tenant must be approved by Landlord in its reasonable discretion and TR NM Holdings LLC, a Florida limited liability company, or the ultimate beneficial owners of TR NM Holdings LLC must own, directly or indirectly, at least a 51% in the affiliate of Tenant. The fact that the Landlord refuses to give its consent to an assignment shall not give rise to any claim for any damages against Landlord.
L. Notwithstanding anything contained in this Lease to the contrary, including, without limitation, Section 6 12.B hereof, if at any time following Commencement of Construction Landlord seeks to terminate this Lease whether as a result of default by ▇▇▇▇▇▇, or otherwise, Landlord shall provide Tenant with sixty (60) days’ written notice of such intent to terminate, whereupon, Tenant may elect to exercise the rights granted by this Purchase OptionOption upon written notice to Landlord within such sixty (60) day period, including in which event provisions of Sections 12.C through K, inclusive, shall govern the exercise price per Unit and of the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “Option.
Appears in 1 contract
Sources: Ground Lease Agreement
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 100 duly paid by or on behalf of EarlyBirdCapital, Inc.Maxim Partners LLC, as registered owner of this Unit Purchase Option (the “Holder”) ” and, together with all other holders of any portion of this purchase option (this Unit Purchase Option as the context herein requires, the “Purchase OptionHolders”), to Bison Capital Stellar Acquisition Corp. III Inc., a company formed pursuant to the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands (the “Company”), the Holder is entitled, at any time or from time to time from after the later closing of the consummation by Offering (as defined below) and during the Company of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) or June 19, 2018 period commencing (the “Commencement Date”) on the later of: (i) the consummation of a Business Transaction and (ii) twelve months following the Effective Date (defined below), until and expiring at or before 5:00 p.m., New York City local timetime [●], on the five year anniversary of the effective date (the “Effective Date”) of the Company’s registration statement (the “Registration Statement”) pursuant to which units are offered for sale to the public (the “Offering”), but not thereafter 2021 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 157,500 Two Hundred Thousand (200,000) units (the “Unit(s)Units”) of the Company, each . Each Unit consisting consists of (i) one ordinary share of the CompanyCommon Stock, no $.0001 par value (“Ordinary SharesCommon Stock”), one right entitling the Holder to receive one tenth ) and (1/10ii) of an Ordinary Share upon consummation of a Business Combination, and one-half of one warrant (the “Warrant(s)”) each whole Warrant to purchase one Ordinary Shareshare of Common Stock. Each Right is The Warrants expire five years from the same as effective date (the right included in “Effective Date”) of the units being registered registration statement (the “Registration Statement”) pursuant to which Units are offered for sale to the public by way of the Registration Statement (the Right(s)“Offering”). Each Warrant is on the same terms and conditions as the warrant included in warrants underlying the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”)Statement. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be exercised shall expire on the next succeeding day which that is not such a day in accordance with the terms herein. Notwithstanding anything to the contrary, neither this Purchase Option nor the Warrants underlying this Purchase Option may be exercisable after the five year anniversary of the Effective Date. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $10.00 11.50 per Unit so purchased; provided, however, that upon (the occurrence “Exercise Price”). The number of any of Units purchasable hereunder and the events specified Exercise Price are subject to adjustment as provided in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Ordinary Shares, Rights and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “.
Appears in 1 contract
Sources: Purchase Option Agreement (Stellar Acquisition III Inc.)