Representatives Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) to purchase up to an aggregate of 400,000 units (the “Representative’s Units”) for an aggregate purchase price of $100.00. The Representative’s Purchase Option shall be exercisable whether for cash or on a cashless basis, in whole or in part, commencing on the later of the consummation of a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $11.00, which is equal to one hundred ten percent (110%) of the initial public offering price of a Unit. On the Closing Date, the Company shall deliver to the Representative, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such denominations as the Representative may request. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares included in the Representative’s Units, the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” Delivery and payment for the Representative’s Purchase Option shall be made on the Closing Date. The Company shall deliver to the Representative, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such authorized denominations as the Representative may request. EarlyBirdCapital, Inc. ____________, 2012
Appears in 1 contract
Samples: Underwriting Agreement (Infinity Cross Border Acquisition Corp)
Representatives Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) to for the purchase up to of an aggregate of 400,000 540,000 units (or up to 621,000 units to the extent the underwriter’s Over-allotment Option is exercised) (such units, the “Representative’s Units”) for an aggregate purchase price of $100.00. The Representative’s Purchase Option shall be exercisable whether exercisable, in whole or in part, at any time between (i) the closing of the Business Combination, and (ii) five (5) years from the date of commencement of sales in the Offering, for cash or on a cashless basis, in whole or in part, commencing on the later of the consummation of a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $11.00, which is equal to one hundred ten percent 11.50 (110%) or 115% of the initial public offering volume weighted average trading price of a Unit. On the Closing Date, Ordinary Shares during the Company shall deliver 20 trading day period starting on the trading day immediately prior to the Representative, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such denominations as the Representative may requestconsummation of an initial Business Combination). The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares included in the Representative’s Units, the Warrants Rights included in the Representative’s Units (the “Representative’s WarrantsRights”) and the Ordinary Shares issuable upon exercise pursuant to the terms of the Representative’s Warrants Rights are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and Pursuant to Rule 5110(e)(1) of FINRA’s rules, the Representative’s Securities are hereinafter referred will be subject to collectively as a lock-up for a period of one hundred eighty (180) days immediately following the “commencement of sales in the offering during which such securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the Representative’s Securities.” . Delivery and payment for the Representative’s Purchase Option shall be made on the Closing Date. The Company shall deliver to the Representative, Representative (and/or its designees) upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such authorized denominations as the Representative may request. EarlyBirdCapital, Inc. ____________, 2012.
Appears in 1 contract
Representatives Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) to purchase up to an aggregate of 400,000 500,000 units (the “Representative’s Units”) for an aggregate purchase price of $100.00. The Representative’s Purchase Option shall be exercisable whether for cash or on a cashless basis, in whole or in part, commencing on the later of the consummation of a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $11.008.80, which is equal to one hundred ten percent (110%) of the initial public offering price of a Unit. On the Closing Date, the Company shall deliver to the Representative, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such denominations as the Representative may request. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares included in the Representative’s Units, the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Ordinary Shares issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” Delivery and payment for the Representative’s Purchase Option shall be made on the Closing Date. The Company shall deliver to the Representative, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such authorized denominations as the Representative may request. EarlyBirdCapital, Inc. ____________July 19, 20122012 Page 5 of 45
Appears in 1 contract
Samples: Underwriting Agreement (Infinity Cross Border Acquisition Corp)
Representatives Purchase Option. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Purchase Option”) to for the purchase up to of an aggregate of 400,000 450,000 units (or up to 517,500 units to the extent the underwriter’s Over-allotment Option is exercised) (such units, the “Representative’s Units”) for an aggregate purchase price of $100.00. The Representative’s Purchase Option shall be exercisable whether exercisable, in whole or in part, at any time between (i) the closing of the Business Combination, and (ii) five (5) years from the date of commencement of sales in the Offering, for cash or on a cashless basis, in whole or in part, commencing on the later of the consummation of a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $11.00, which is equal to one hundred ten percent 11.50 (110%) or 115% of the initial public offering volume weighted average trading price of a Unit. On the Closing Date, Ordinary Shares during the Company shall deliver 20 trading day period starting on the trading day immediately prior to the Representative, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such denominations as the Representative may requestconsummation of an initial Business Combination). The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares included in the Representative’s Units, the Warrants Rights included in the Representative’s Units (the “Representative’s WarrantsRights”) and the Ordinary Shares issuable upon exercise pursuant to the terms of the Representative’s Warrants Rights are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and Pursuant to Rule 5110(e)(1) of FINRA’s rules, the Representative’s Securities are hereinafter referred will be subject to collectively as a lock-up for a period of one hundred eighty (180) days immediately following the “commencement of sales in the offering during which such securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the Representative’s Securities.” . Delivery and payment for the Representative’s Purchase Option shall be made on the Closing Date. The Company shall deliver to the Representative, Representative (and/or its designees) upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such authorized denominations as the Representative may request. EarlyBirdCapital, Inc. ____________, 2012.
Appears in 1 contract
Representatives Purchase Option. The At the Closing, the Company hereby agrees to issue and shall sell to the Representative Jesup (and/or or its designees) on the Closing Date designated affiliates), for $100, an option (the “Representative’s Purchase Option”) to for the purchase of up to an aggregate a total of 400,000 units 170,000 Units (10% of the total number of Units being sold in the Offering, not including the Over-allotment Option) (the “Representative’s Representative Units”) for an aggregate purchase at a per Unit price of $100.00. The Representative’s Purchase Option shall be exercisable whether for cash or on a cashless basis, in whole or in part, commencing on the later [___] (120% of the consummation of a Business Combination or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $11.00, which is equal to one hundred ten percent (110%) of the initial public offering price of a Unitthe Firm Securities). On the Closing Date, the Company shall deliver to the Representative, upon payment therefor, certificates for Each of the Representative’s Purchase Option in Units is identical to the name or names and in such denominations as the Representative may request. The Representative’s Purchase Option, the Representative’s Units, the Ordinary Shares included in the Representative’s Units, Firm Securities except that the Warrants included in the Representative’s Units (the “Representative’s Warrants”) shall have an exercise price of $8.64 (120% of the exercise price of the Warrants included in the Firm Securities). The Representative’s Purchase Option will be non-exercisable for six months after the Effective Date and will expire in five years from the Effective Date. The Representative’s Purchase Option may not be transferred, assigned or hypothecated for a period of one year following the Effective Date, except that they may be assigned, in whole or in part, to any successor, officer, manager or member of the Underwriters (or to officers, managers or members of any such successor or member), and to members of the selling group. The Representative’s Purchase Option may be exercised as to all or a lesser number of shares of Common Stock at the Company’s expense, and shall contain net exercise provisions, one demand registration at the Company’s expense, one additional demand registration at the warrantholder’s expense, and unlimited “piggyback” registration rights for a period of five years after the Closing at the Company’s expense. The Representative’s Purchase Option shall further provide for (a) weighted average adjustment in the number and price of such warrants (and the Ordinary Shares shares of Common Stock underlying such warrants) for a period of two years from the Closing for issuances of securities at less than the public offering price in the Offering, subject to customary adjustments, and (b) for the entire term of the Representative’s Purchase Option, further customary adjustments to prevent dilution. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” Delivery The Representative understands and payment for agrees that there are significant restrictions against transferring the Representative’s Purchase Option shall be made on during the Closing first year after the Effective Date. The Company shall deliver to the Representative, upon payment therefor, certificates for as set forth in Section 3 of the Representative’s Purchase Option in the name or names and in such authorized denominations as the Representative may request. EarlyBirdCapital, Inc. ____________, 2012Option.
Appears in 1 contract
Samples: Underwriting Agreement (Passport Restaurants, Inc.)