Common use of Representative Shares Clause in Contracts

Representative Shares. The Company agrees to issue to the Representative (and/or its designees) 150,000 Ordinary Shares on the Closing Date (the “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’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, 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 one hundred eighty (180) days immediately following the commencement of sales in the Offering pursuant to FINRA Rule 5110(e)(1), except that (x) 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, (y) 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 FIRNA Rule 5110(e)(2). In addition, the Representative has agreed, and will cause any transferee of the Representative Shares to agree, (a) to waive its redemption rights with respect to such shares in connection with the completion of Company’s initial Business Combination 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 12 months from the Closing Date (or up to 18 months if further extended).

Representative Shares. The Company agrees to issue to the Representative (and/or its designees) 150,000 60,000 Ordinary Shares on the Closing Date (up to 69,000 Ordinary Shares) (the “Representative’s 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’s 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 one hundred eighty (180) 180 days immediately following the effective date of the Registration Statement or commencement of sales in of the Offering pursuant to FINRA Rule 5110(e)(1), except that (xi) 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 (yii) 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 FIRNA FINRA Rule 5110(e)(2). In addition, the Representative has agreed, and will cause any transferee of the Representative Shares to agree, (a) to waive its 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 rights 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 respect a shareholder vote to such approve the Company’s proposed initial Business Combination or sell any shares to the Company in any tender offer in connection with the completion of Company’s proposed initial Business Combination Combination; and (bd) to waive its rights to shall not participate in any liquidating distributions from the Trust Account with respect to such shares distribution upon winding up if the Company fails to complete its initial a Business Combination within 12 months from the Closing Date (or up to 18 months if further extended)is not consummated.