Representative Shares. Upon the closing of the Offering, the Company shall issue to the Representative 60,000 shares of registered Common Stock (the “Representative Shares”). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 9,000 Representative Shares. The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within nine (9) months from the closing of the Offering (or 15 months or up to 21 months if we extend such period as described in the Registration Statement). The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”)) following the Effective Date to anyone other than (i) the Representative or an underwriter or 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. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.
Representative Shares. The Representative Shares have been duly authorized and reserved for issuance and when issued in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Representative Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization and issuance of the Representative Shares has been duly and validly taken. The form of certificates for the Representative Shares conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Representative Shares conform in all material respects to the description thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be.
Representative Shares. The Company shall issue to the Representative (and/or its designees) (i) on the Closing Date, 50,000 shares of Common Stock as additional underwriting compensation (the “Representative Shares”) and (ii) on the Option Closing Date (if any), up to an additional 7,500 Representative Shares on a pro rata basis if and to the extent the Over-Allotment Option is exercised.
Representative Shares. The Representative Shares have been duly authorized, duly and validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Representative Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Representative Shares has been duly and validly taken. The Representative Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be.
Representative Shares. The Company issued to designees of the Representative an aggregate of 57,500 shares of Common Stock (the “Representative Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. The Representative Shares are described in the Registration Statement. The registered holders of the Representative Shares will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of the Representative Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement except as permitted by FINRA Rule 5110(g)(2). Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative Shares contain legends to reflect the above FINRA and contractual transfer restrictions.
Representative Shares. The issued and outstanding Representative Shares are duly authorized, validly issued, fully paid and non-assessable.
Representative Shares. The Company agrees to issue to the Representative (and/or its designees) 60,000 Ordinary Shares on the Closing Date (up to 69,000 Ordinary Shares) (the “Representative Shares”). Delivery of the Representative’s Shares shall be made on the Closing Date. The Company shall deliver to the Representative (and/or its designees) in the form of book-entry the Representative Shares in the name or names and in such authorized denominations as the Representative may request. The Representative has agreed not to transfer, assign, or sell, pledge, or hypothecate any such Representative Shares, or subject such Representative Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person until 180 days immediately following the effective date of the Registration Statement or commencement of sales of the Offering pursuant to FINRA Rule 5110(e)(1), except that (i) the Representative Shares may be transferred, in whole or in part, to any member participating in the Offering and its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to the lock-up restriction for the remainder of the one hundred eighty (180) days; and (ii) the Representative Shares may be transferred back to the issuer in a transaction exempt from registration with the Commission, or other exceptions as provided under FINRA Rule 5110(e)(2). In addition, the Representative has agreed, and will cause any transferee of the Representative Shares to agree, (a) to vote the Representative’s Shares in favor of any proposed Business Combination; (b) not to propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment to amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s redemption obligation to redeem all public shares if the Company cannot complete an initial Business Combination within 24 months of the Closing Date; (c) not to redeem any shares, including the Representative Shares, into the right to receive cash from the Trust Account in connection with a shareholder vote to approve the Company’s proposed initial Business Combination or sell any shares to the Company in any tender offer in connection with the Company’s proposed initial Business Combination; and (d) shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummat...
Representative Shares. Upon the Closing of the Offering, the Company shall issue to the Underwriters 75,000 Class A Ordinary Shares (the “Representative Shares”), and if the Underwriters exercise the Over-allotment Option, the Company shall issue to the Underwriters up to an additional 11,250 Representative Shares. The Underwriters will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) following the commencement of the sale of the Firm Units to anyone other than (i) the Underwriters or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriters or of any such underwriter or selected dealer. On and after the 181st day following the commencement of the sale of the Firm Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters have agreed, and will cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination (b) to waive its redemption rights with respect to such shares in connection with the completion of Company’s initial Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Memorandum and Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 18 months from the Closing (or up to 24 months if the period of time to consummate a business combination is extended, as described in more detail in the Registration Statement, the Statutory Prospectus or the Final Prospectus) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, and (b) to waive its rights to liquidating distributions from the Trust Acc...
Representative Shares. Upon the Closing of the Offering, the Company shall issue to the Representative 37,500 Ordinary Shares (the “Representative Shares”) (or 43,125 Ordinary Shares if the Over-Allotment Option is exercised in full). The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months from the Closing of the Offering. The Representative Shares are deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days beginning on the date of commencement of sales of the Offering pursuant to FINRA Rule 5110(e)(1), during which time the Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, except to anyone other than (i) the Representative or an underwriter or 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.
Representative Shares. The Company agrees to issue to the Representative (and/or its designees) 60,000 Ordinary Shares on the Closing Date (up to 69,000 Ordinary Shares) (the “Representative Shares”). Delivery of the Representative’s Shares shall be made on the Closing Date. The Company shall deliver to the Representative (and/or its designees) in the form of book-entry the Representative Shares in the name or names and in such authorized denominations as the Representative may request. The Representative has agreed not to transfer, assign, or sell, pledge, or hypothecate any such Representative Shares, or subject such Representative Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person until 180 days immediately following the effective date of the Registration Statement or commencement of sales of the Offering pursuant to FINRA Rule 5110(e)(1), except that (i) the Representative Shares may be transferred, in whole or in part, to any member participating in the Offering and its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to the lock-up restriction for the remainder of the one hundred eighty (180) days; and (ii) the Representative Shares may be transferred back to the issuer in a transaction exempt from registration with the Commission, or other exceptions as provided under FINRA Rule 5110(e)(2). In addition, the Representative has agreed, and will cause any transferee of the Representative Shares to agree, (a) to vote the Representative’s Shares in favor of any proposed Business Combination; (b) not to propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment to amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s redemption obligation to redeem all public shares if the Company cannot complete an initial Business Combination within 12 months (or 24 months if extended by the Company) of the Closing Date; (c) not to redeem any shares, including the Representative Shares, into the right to receive cash from the Trust Account in connection with a shareholder vote to approve the Company’s proposed initial Business Combination or sell any shares to the Company in any tender offer in connection with the Company’s proposed initial Business Combination; and (d) shall not participate in any liquidating distribution upon winding up ...
