Common use of Representative Shares Clause in Contracts

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 Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Memorandum and Articles.

Representative Shares. Upon The Company hereby agrees to issue the Closing Representative and/or its designees 100,000 (or 115,000 if the Over-allotment Option is exercised in full) shares of the Offering, the Company shall issue to the Underwriters 75,000 Class A Ordinary Shares Common Stock (the “Representative Shares”)) upon the consummation of the Offering. The Representative hereby agrees (i) to waive its redemption rights with respect to the Representative Shares in connection with the 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 timing of the obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s amended and 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 Underwriters exercise Company fails to complete its initial business combination within 12 months (or up to 18 months, if extended) from the Over-allotment Optionclosing of the Offering, although the Representative will be entitled to liquidating distributions from the trust account with respect to any public shares it holds if the Company shall issue fails to complete its initial Business Combination within the Underwriters up to an additional 11,250 Representative Sharesprescribed time frame. The Underwriters 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 FINRA Rule 5110(e)(1)) following the date of the commencement of the sale of the Firm Units Offering to anyone other than (i) the Underwriters Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner partner, associated person or affiliate of the Underwriters Company or of any such underwriter or selected dealer. On and after the 181st day immediately following the date of the commencement of the sale sales of the Firm UnitsOffering, 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 Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Memorandum and Articles.

Representative Shares. Upon the Closing of the Offering, the Company shall issue to the Underwriters 75,000 Class A 200,000 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 30,000 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 15 months from the Closing (or up to 24 21 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 Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Memorandum and Articles. 1 As an example, assuming 50% redemptions, the Deferred Underwriting Commission will consist of $4,500,000 as a guaranteed fee, the remainder will be determined by (0.03)(Ordinary Shares minus Redemptions)($10.00)(0.25).

Representative Shares. Upon the Closing of the Offering, the Company shall issue to the Underwriters 75,000 300,000 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 45,000 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 27 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 Account with respect to such shares if the Company fails to complete its initial Business Combination within the prescribed timeline as provided in the Company’s Memorandum and Articles.