Common use of Representative Shares Clause in Contracts

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 consummated.

Representative Shares. The Company agrees to issue to the Representative (and/or its designees) 60,000 150,000 Ordinary Shares on the Closing Date (up to 69,000 Ordinary Shares) (the “Representative Representative’s 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 Representative’s 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 one hundred eighty (180) days immediately following the effective date of the Registration Statement or commencement of sales of in the Offering pursuant to FINRA Rule 5110(e)(1), except that (ix) 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 , (iiy) 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 FIRNA Rule 5110(e)(2). In addition, the Representative has agreed, and will cause any transferee of the Representative Shares to agree, (a) to vote waive its redemption rights with respect to such shares in connection with the Representativecompletion of Company’s Shares in favor of any proposed initial Business Combination; Combination and (b) not to propose, or vote in favor of, prior waive its rights to and unrelated liquidating distributions from the Trust Account with respect 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 such shares if the Company cannot fails to complete an its initial Business Combination within 24 12 months of from the Closing Date; Date (c) not or up 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 18 months if a Business Combination is not consummatedfurther extended).

Representative Shares. The Company agrees to issue to the Representative (and/or its designees) 60,000 50,000 Ordinary Shares on the Closing Date (up to 69,000 57,500 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 18 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 consummated.

Representative Shares. The Company agrees to issue to the Representative (and/or its designees) 60,000 50,000 Ordinary Shares on the Closing Date (up to 69,000 57,500 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 consummated.

Representative Shares. The Company hereby agrees to issue to the Representative (and/or its designeesdesignees 100,000 (or 115,000 if the Over-allotment Option is exercised in full) 60,000 Ordinary Shares on the Closing Date (up to 69,000 Ordinary Shares) shares of Class A Common Stock (the “Representative Shares”). Delivery ) upon the consummation of the Representative’s Shares shall be made on the Closing DateOffering. The Company shall deliver Representative hereby agrees (i) to the Representative (and/or waive its designees) in the form of book-entry redemption rights with respect to the Representative Shares in connection with the name completion of the initial Business Combination; (ii) to waive its redemption rights with respect to any Representative Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or names timing of the obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s amended and in such authorized denominations as restated certificate of incorporation prior thereto or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within 12 months (or up to 18 months, if extended) from the closing of the Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (iii) waive its rights to liquidating distributions from the trust account with respect to any representative shares if the Company fails to complete its initial business combination within 12 months (or up to 18 months, if extended) from the closing of the Offering, although the Representative may requestwill be entitled to liquidating distributions from the trust account with respect to any public shares it holds if the Company fails to complete its initial Business Combination within the prescribed time frame. The Representative has agreed will not to sell, transfer, assign, or sell, pledge, pledge or hypothecate any such the Representative Shares, or subject such cause the Representative Shares to be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of the securities Representative Shares by any person until person, for a period of 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 ) following the date of the commencement of the sale of the Offering to anyone other than (i) the Representative Shares may be transferred, in whole or in part, to any member participating in the Offering and its officers an underwriter 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 selected dealer in connection with the Company’s proposed initial Business Combination; Offering, or (ii) a bona fide officer or partner, associated person or affiliate of the Company or of any such underwriter or selected dealer. On and (d) shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummatedafter the 181st day immediately following the date of the commencement of sales of the Offering, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.

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 if a Business Combination is not consummated.