Representative’s Ordinary Shares. The Company hereby agrees to issue to the Representative 75,000 Ordinary Shares (or 86,250 Ordinary Shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Overallotment Option) (the “Issuance Shares”) upon the consummation of this Offering. The Representative hereby agrees not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, the Representative hereby agrees (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 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time). The Representative 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)) following the Effective Date to anyone other than (i) an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner, associated person or affiliate 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’s Ordinary Shares. On or prior to the Closing Date, the Company shall issue to the Representative (or its designees) 50,000 Ordinary Shares, or up to 57,500 Ordinary Shares upon full exercise of the Over-allotment Option (the “Representative Shares”). The holders of the Representative Shares shall agree 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 (or up to 18 months, if applicable) from the Closing of the Offering. 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 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’s Ordinary Shares. Upon the Closing of the Offering, the Company shall issue to the Representative or its designees 200,000 Ordinary Shares, or up to 230,000 Ordinary Shares upon full exercise of the Over-allotment Option (the “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 the period of time as provided in its amended and restated memorandum and articles of association. The Representative Shares will not be sold, transferred, assigned, pledged or hypothecated or 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 from the Effective Date to anyone other than as permitted in accordance with FINRA Rule 5110(e)(2). 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 certificates for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.21.4).
Representative’s Ordinary Shares. Upon the closing of the Offering, the Company shall issue to the Representative or its designees 210,000 Ordinary Shares, or up to 241,500 Ordinary Shares upon full exercise of the Over-allotment Option (the “Representative Shares”). The Representative has agreed, and caused its designees to agree, not to transfer, assign or sell any such Representative Shares 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 the period of time as provided in its amended and restated memorandum and articles of association. The Representative Shares will not be sold, transferred, assigned, pledged or hypothecated or 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 from the commencement of sales of the Offering to anyone other than as permitted in accordance with FINRA Rule 5110(e)(2). On and after the 181st day following the commencement of sales of the Offering, transfers to others may be made subject to compliance with or exemptions from applicable securities laws and this Agreement. The certificates for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions.
Representative’s Ordinary Shares. The Company hereby agrees to issue to Maxim Group LLC and/or its designees 35,000 Class A Ordinary Shares (the “Issuance Shares”) at closing 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 months from the closing of the Offering if the Company extends the period of time to consummate a business combination by the full amount of time). 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)) following the 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, 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 and/or its designees will be entitled to customary registration rights with respect to the Issuance Shares in compliance with FINRA Rule 5110(g)(8).
Representative’s Ordinary Shares. The Company hereby agrees to issue to Maxim Partners LLC 50,000 Ordinary Shares (or 57,500 shares 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) upon the consummation of this Offering. The Representative has agreed not to transfer, assign or sell any such shares until the completion of our initial business combination. In addition, the Representative has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of our 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 this offering (or up to 21 months from the closing of this Offering).
Representative’s Ordinary Shares. The Company hereby agrees to issue to Maxim Partners LLC, part of Maxim Group LLC, and/or its designees, 20,000 Ordinary Shares (the “Issuance Shares”) upon the consummation of this Offering. Maxim Partners LLC hereby agrees (i) to waive its redemption rights with respect to such ordinary share 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 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 memorandum and articles of association prior thereto or to redeem 100% of the Company's public shares if it does not complete its initial business combination within 21 months from the closing of this 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 21 months from the closing of the offering, although the representative will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete its initial business combination within the prescribed time frame. The representative has further agreed to vote any representative in favor of the initial business combination. The representative will not to transfer, assign or sell any of its representative shares until the earlier of (1) six months after the completion of the initial business combination; or (2) after the date of the consummation of the initial business combination, and subsequently, we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the reported last sale price of the Company's ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business com...
