Representatives Securities. 1.3.1. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date, for an aggregate purchase price of $100, an option (“Representative’s Purchase Option”) to purchase up to an aggregate of 500,000 Units (the “Representative’s Units”). Each of the Representative's Units is identical to the Firm Units. The Representative’s Purchase Option shall be exercisable 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 $10.00, which is equal to one hundred percent (100%) of the initial public offering price per 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.
1.3.2. The Company hereby agrees to issue to the Representative (and/or its designees), for no additional consideration, 100,000 shares of Common Stock (or up to 115,000 shares if the underwriters’ over-allotment option is exercised in full) (the “Representative’s Shares”). The Representative’s Shares shall be issued on the Closing Date and on any Option Closing Date, as applicable. On such date or dates, the Company shall deliver to the Representative (and/or its designees), upon execution of customary and mutually agreed upon investor representation letters, certificates for the Representative’s Shares in the name or names and in such denominations as the Representative may request. The Representative hereby agrees not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of the Business Combination. The Representative’s Shares will be identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. Addition...
Representatives Securities. The Company hereby agrees to issue to the Representative (and/or its designees) an aggregate of 2,000,000 shares of Common Stock (the “Representative’s Securities”) prior to the Closing Date pursuant to a subscription agreement (the “Subscription Agreement”).
Representatives Securities. When issued, the Representative's Purchase Option and the Representative's Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Representative's Purchase Option and the Representative's Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants included in the Representative's Purchase Option (and the shares of Common Stock issuable upon exercise of the Representative's Warrants) have been reserved for issuance upon the exercise of the Warrants, the Representative's Purchase Option and the Representative's Warrants and when issued in accordance with the terms of such securities, will be duly and validly authorized, validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders.
Representatives Securities. The Representative (and/or its designees) hereby agrees to purchase an aggregate of 1,200,000 shares of Common Stock (the “Representative’s Securities”) prior to the Closing Date pursuant to a subscription agreement (the “Subscription Agreement”).
Representatives Securities. The Representative’s Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; and all corporate action required to be taken for the authorization, issuance and sale of the Representative’s Securities has been duly and validly taken.
Representatives Securities. 1.7.1 Class B Common Stock; Class A Common Stock. The Sponsor has transferred 50,000 Founder Shares to the Representative, and upon consummation of the Offering, the Company shall issue to the Representative an aggregate of 100,000 shares of Class A Common Stock (collectively, the “Representative’s Securities”).
Representatives Securities. 1.3.1. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date, for an aggregate purchase price of $100, an option (“Representative’s Purchase Option”) to purchase up to an aggregate of 250,000 Units (the “Representative’s Units”). Each of the Representative's Units is identical to the Firm Units. The Representative’s Purchase Option shall be exercisable for cash or on a cashless basis, in whole or in part, commencing on the later of the consummation of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“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 $10.00, which is equal to one hundred percent (100%) of the initial public offering price per 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.
1.3.2. The Company hereby agrees to issue to the Representative (and/or its designees), for no additional consideration, 88,235 Ordinary Shares (the “Representative Shares”). The Representative’s Shares shall be issued on the Closing Date. On such date, the Company shall deliver to the Representative (and/or its designees), upon execution of customary and mutually agreed upon investor representation letters, certificates for the Representative’s Shares in the name or names and in such denominations as the Representative may request. Except as set forth in this Section 1.3.2, the Representative hereby agrees not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of the Business Combination. The Representative’s Shares will be identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares i...
Representatives Securities. The Company hereby agrees to issue to toe Representative (and/or its designees) an aggregate of 750,000 shares of Common Stock (toe “Representative’s Securities”) prior to toe Closing Date pursuant to a subscription agreement (the “Subscription Agreement”).
Representatives Securities. 1.3.1 Warrants The Company hereby agrees to issue to the Representatives (and/or their designees) an aggregate of 50,000 warrants for no consideration (the “Representatives’ Securities”). The Representatives’ Securities will be purchased in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Act”) and will not become freely tradable until after certain conditions are met or the resale of such Representatives’ Securities is registered under the Act.
Representatives Securities
