Common use of Representative’s Common Stock Clause in Contracts

Representative’s Common Stock. The Company hereby agrees to issue to Maxim Group LLC 100,000 Shares of Class A Common Stock (or 115,000 shares of Class A Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. Maxim Group LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Group LLC has agreed (i) to waive its redemption rights 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 (or up to 18 months if the Company extends the period of time to consummate a business combination) from the closing of the Offering. Maxim Group LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on the date of commencement of sales to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Maxim 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities”.

Appears in 2 contracts

Samples: Underwriting Agreement (OceanTech Acquisitions I Corp.), Underwriting Agreement (OceanTech Acquisitions I Corp.)

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Representative’s Common Stock. The Company hereby agrees to issue to Maxim Group Partners LLC 100,000 50,000 Shares of Class A Common Stock (or 115,000 57,500 shares of Class A Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. Maxim Group Partners LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Group Partners LLC has agreed (i) to waive its redemption rights 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 21 months (or up to 18 months if the Company extends the period of time to consummate a business combination) from the closing of the Offering. Maxim Group Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on following the date of commencement of sales Effective Date to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Maxim 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities”.

Appears in 2 contracts

Samples: Underwriting Agreement (Blue Water Acquisition Corp.), Underwriting Agreement (Blue Water Acquisition Corp.)

Representative’s Common Stock. The Company hereby agrees to issue to Maxim Group Partners LLC 100,000 150,000 Shares of Class A Common Stock (or 115,000 161,250 shares of Class A Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. Maxim Group Partners LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Group Partners LLC has agreed (i) to waive its redemption rights 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 15 months from the closing of the Offering (or up to 18 21 months from the closing of this Offering if the Company extends the period of time to consummate a business combination) from an initial Business Combination by the closing full amount of the Offeringtime). Maxim Group Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(15110(g)(1) of the Conduct Rules of FINRA) beginning on following the date of commencement of sales Effective Date to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Maxim 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities”.

Appears in 2 contracts

Samples: Underwriting Agreement (Industrial Tech Acquisitions, Inc.), Underwriting Agreement (Industrial Tech Acquisitions, Inc.)

Representative’s Common Stock. The Company hereby agrees to issue to Maxim Group LLC 100,000 LLC, or its designees, 112,500 Shares of Class A Common Stock (or 115,000 129,375 shares of Class A Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. Maxim Group LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Group LLC has agreed (i) to waive its redemption rights 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 15 months from the closing of the Offering (or up to 18 21 months from the closing of this Offering if the Company extends the period of time to consummate a business combination) from an initial Business Combination by the closing full amount of the Offeringtime). Maxim Group LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) of following the Conduct Rules of FINRA) beginning on the date of commencement of sales of the Offering to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide an officer or partner partner, registered person or affiliate of Maxim 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities.” Maxim Group LLC will be entitled to customary registration rights with respect to the Issuance Shares in compliance with FINRA Rule 5110(g)(8).

Appears in 1 contract

Samples: Underwriting Agreement (Avalon Acquisition Inc.)

Representative’s Common Stock. The Company hereby agrees to issue to Maxim Group Partners LLC 100,000 75,000 Shares of Class A Common Stock (or 115,000 86,250 shares of Class A Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. Maxim Group Partners LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Group Partners LLC has agreed (i) to waive its redemption rights 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 21 months from the closing of the Offering (or up to 18 27 months from the closing of this Offering if the Company extends the period of time to consummate a business combination) from an initial Business Combination by the closing full amount of the Offeringtime). Maxim Group Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(15110(g)(1) of the Conduct Rules of FINRA) beginning on following the date of commencement of sales Effective Date to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Maxim 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities”.

Appears in 1 contract

Samples: Underwriting Agreement (Industrial Tech Acquisitions, Inc.)

Representative’s Common Stock. The Company hereby agrees to issue to Maxim Group Partners LLC 100,000 Shares of Class A Common Stock (or 115,000 shares of Class A Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. Maxim Group Partners LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Group Partners LLC has agreed (i) to waive its redemption rights 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 (or up to 18 months if the Company extends the period of time to consummate a business combination) from the closing of the Offering. Maxim Group Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on the date of commencement of sales to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Maxim 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities”.

Appears in 1 contract

Samples: Underwriting Agreement (OceanTech Acquisitions I Corp.)

Representative’s Common Stock. The Company hereby agrees to issue to Maxim Group LLC 100,000 LLC, or its designees, 135,000 Shares of Class A Common Stock (or 115,000 155,250 shares of Class A Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. Maxim Group LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Group LLC has agreed (i) to waive its redemption rights 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 15 months from the closing of the Offering (or up to 18 21 months from the closing of this Offering if the Company extends the period of time to consummate a business combination) from an initial Business Combination by the closing full amount of the Offeringtime). Maxim Group LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) of following the Conduct Rules of FINRA) beginning on the date of commencement of sales of the Offering to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide an officer or partner partner, registered person or affiliate of Maxim 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities.” Maxim Group LLC will be entitled to customary registration rights with respect to the Issuance Shares in compliance with FINRA Rule 5110(g)(8).

Appears in 1 contract

Samples: Underwriting Agreement (Avalon Acquisition Inc.)

Representative’s Common Stock. The Company hereby agrees to issue to Maxim Group Partners LLC 100,000 90,000 Shares of Class A Common Stock (or 115,000 103,500 shares of Class A Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. Maxim Group Partners LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Group Partners LLC has agreed (i) to waive its redemption rights 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 18 months from the closing of the Offering (or up to 18 21 months from the closing of this Offering if the Company extends the period of time to consummate a business combination) from an initial Business Combination by the closing full amount of the Offeringtime). Maxim Group Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) of following the Conduct Rules of FINRA) beginning on the date of commencement of sales of the Offering to anyone other than (i) Maxim 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 Maxim 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities.” Maxim Partners LLC will be entitled to customary registration rights with respect to the Issuance Shares in compliance with FINRA Rule 5110(g)(8).

Appears in 1 contract

Samples: Underwriting Agreement (LMF Acquisition Opportunities Inc)

Representative’s Common Stock. The Company hereby agrees to issue to Maxim Group Partners LLC 100,000 75,000 Shares of Class A Common Stock (or 115,000 86,250 shares of Class A Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. Maxim Group Partners LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Group Partners LLC has agreed (i) to waive its redemption rights 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 18 months from the closing of the Offering (or up to 18 21 months from the closing of this Offering if the Company extends the period of time to consummate a business combination) from an initial Business Combination by the closing full amount of the Offeringtime). Maxim Group Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) of following the Conduct Rules of FINRA) beginning on the date of commencement of sales of the Offering to anyone other than (i) Maxim 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 Maxim 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities.” Maxim Partners LLC will be entitled to customary registration rights with respect to the Issuance Shares in compliance with FINRA Rule 5110(g)(8).

Appears in 1 contract

Samples: Underwriting Agreement (LMF Acquisition Opportunities Inc)

Representative’s Common Stock. The Company hereby agrees to issue to Maxim Group Partners LLC 100,000 250,000 Shares of Class A Common Stock (or 115,000 287,500 shares of Class A Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. Maxim Group Partners LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Group Partners LLC has agreed (i) to waive its redemption rights 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 24 months (or up to 18 months if the Company extends the period of time to consummate a business combination) from the closing of the Offering. Maxim Group Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(15110(g)(1) of the Conduct Rules of FINRA) beginning on following the date of commencement of sales Effective Date to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Maxim 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities”.

Appears in 1 contract

Samples: Underwriting Agreement (OTR Acquisition Corp.)

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Representative’s Common Stock. The Company hereby agrees to issue to Maxim Group Partners LLC 100,000 Shares of Class A Common Stock (or 115,000 shares of Class A Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. Maxim Group Partners LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Group Partners LLC has agreed (i) to waive its redemption rights 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 24 months (or up to 18 months if the Company extends the period of time to consummate a business combination) from the closing of the Offering. Maxim Group Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on the date of commencement of sales to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Maxim 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities”.

Appears in 1 contract

Samples: Underwriting Agreement (OceanTech Acquisitions I Corp.)

Representative’s Common Stock. The Company hereby agrees to issue to Maxim Group LLC 100,000 LLC, or its designees, 137,500 Shares of Class A Common Stock (or 115,000 158,125 shares of Class A Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. Maxim Group LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Group LLC has agreed (i) to waive its redemption rights 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 (or up to 18 21 months from the closing of this Offering if the Company extends the period of time to consummate a business combination) from an initial Business Combination by the closing full amount of the Offeringtime). Maxim Group LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) of following the Conduct Rules of FINRA) beginning on the date of commencement of sales of the Offering to anyone other than (i) Maxim 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 Maxim 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities.” Maxim Group LLC will be entitled to customary registration rights with respect to the Issuance Shares in compliance with FINRA Rule 5110(g)(8).

Appears in 1 contract

Samples: Underwriting Agreement (Minority Equality Opportunities Acquisition Inc.)

Representative’s Common Stock. The Company hereby agrees to issue to Maxim Group Partners LLC 100,000 175,000 Shares of Class A Common Stock (or 115,000 201,205 shares of Class A Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. Maxim Group Partners LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Group Partners LLC has agreed (i) to waive its redemption rights 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 (or up to 18 months if the Company extends the period of time to consummate a business combination) from the closing of the Offering. Maxim Group Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on following the date of commencement of sales Effective Date to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Maxim 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities”.

Appears in 1 contract

Samples: Underwriting Agreement (OTR Acquisition Corp.)

Representative’s Common Stock. The Company hereby agrees to issue to Maxim Group Partners LLC 100,000 201,250 Shares of Class A Common Stock (or 115,000 231,438 shares of Class A Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. Maxim Group Partners LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Group Partners LLC has agreed (i) to waive its redemption rights 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 (or up to 18 months if the Company extends the period of time to consummate a business combination) from the closing of the Offering. Maxim Group Partners LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on following the date of commencement of sales Effective Date to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of Maxim 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities”.

Appears in 1 contract

Samples: Underwriting Agreement (OTR Acquisition Corp.)

Representative’s Common Stock. The Company hereby agrees to issue to Maxim Group LLC 100,000 LLC, or its designees, 125,000 Shares of Class A Common Stock (or 115,000 143,750 shares of Class A Common Stock if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. Maxim Group LLC has agreed not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Group LLC has agreed (i) to waive its redemption rights 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 (or up to 18 21 months from the closing of this Offering if the Company extends the period of time to consummate a business combination) from an initial Business Combination by the closing full amount of the Offeringtime). Maxim Group LLC will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) of following the Conduct Rules of FINRA) beginning on the date of commencement of sales of the Offering to anyone other than (i) Maxim 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 Maxim 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. The Public Securities and the Issuance Shares are hereinafter referred to collectively as the “Securities.” Maxim Group LLC will be entitled to customary registration rights with respect to the Issuance Shares in compliance with FINRA Rule 5110(g)(8).

Appears in 1 contract

Samples: Underwriting Agreement (Minority Equality Opportunities Acquisition Inc.)

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