Common use of Representatives Securities Clause in Contracts

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. Additionally, the Representative (and/or its designees) will have the same registration rights with respect to the Representative’s Shares that it has with respect to the Representative’s Purchase Option and underlying securities. The registered holder of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. 1.3.3. The Representative’s Shares and the Representative’s Purchase Option, the Representative’s Units, the Common Stock included in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Common Stock issuable pursuant to the terms of the Representative’s Rights and Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” Delivery (and payment with respect to the Representative’s Purchase Option) of the Representative’s Securities shall be made on the Closing Date or Option Closing Date, as applicable. The issuance of the Representative’s Securities will be registered on the Registration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Draper Oakwood Technology Acquisition Inc.), Underwriting Agreement (Draper Oakwood Technology Acquisition Inc.)

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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 500,000 250,000 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 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.. EarlyBirdCapital, Inc.__________, 2018Page 4 of 45 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 25,000 Ordinary Shares (or up to 115,000 shares 28,750 Ordinary Shares if the underwriters’ overOver-allotment option 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 an initial merger, share exchange, asset acquisition, stock, purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the Business Combination”). The Representative’s Shares will be identical to the shares of Common Stock 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 in the event the Company fails to consummate a Business Combination within the required time period. Additionally, the Representative (and/or its designees) will have the same registration rights with respect to the Representative’s Shares that it has with respect to the Representative’s Purchase Option and underlying securities. The registered holder of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. 1.3.3. The Representative’s Shares and the Representative’s Purchase Option, the Representative’s Units, the Common Stock Ordinary Shares included in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Common Stock Ordinary Shares issuable pursuant to the terms of the Representative’s Rights and Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” Delivery (and payment with respect to the Representative’s Purchase Option) of the Representative’s Securities shall be made on the Closing Date or Option Closing Date, as applicable. The issuance of the Representative’s Securities will be registered on the Registration Statement.. EarlyBirdCapital, Inc.__________, 2018Page 5 of 45

Appears in 1 contract

Samples: Underwriting Agreement (DD3 Acquisition Corp.)

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 Unit11.50. 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. Additionally, the Representative (and/or its designees) will have the same registration rights with respect to the Representative’s Shares that it has with respect to the Representative’s Purchase Option and underlying securities. The registered holder of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. 1.3.3. The Representative’s Shares and the Representative’s Purchase Option, the Representative’s Units, the Common Stock included in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Common Stock issuable pursuant to the terms of the Representative’s Rights and Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” Delivery (and payment with respect to the Representative’s Purchase Option) of the Representative’s Securities shall be made on the Closing Date or Option Closing Date, as applicable. The issuance of the Representative’s Securities will be registered on the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Black Ridge Acquisition Corp.)

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 500,000 750,000 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 (as defined below) or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date (as defined below) 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.. EarlyBirdCapital, Inc. __________, 2018 Page 4 of 42 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. Additionally, the Representative (and/or its designees) will have the same registration rights with respect to the Representative’s Shares that it has with respect to the Representative’s Purchase Option and underlying securities. The registered holder of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. 1.3.3. The Representative’s Shares and the Representative’s Purchase Option, the Representative’s Units, the Common Stock included in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Common Stock issuable pursuant to the terms of the Representative’s Rights and Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” Delivery (and payment with respect to the Representative’s Purchase Option) of the Representative’s Securities shall be made on the Closing Date or Option Closing Date, as applicable. The issuance of the Representative’s Securities (other than the Common Stock issuable pursuant to the terms of the Representative’s Warrants) will be registered on the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Opes Acquisition Corp.)

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 1,350,000 Units (the “Representative’s Units”). Each of the Representative's ’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.. July 27, 2017 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. Additionally, the Representative (and/or its designees) will have the same registration rights with respect to the Representative’s Shares that it has with respect to the Representative’s Purchase Option and underlying securities. The registered holder of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. 1.3.3. The Representative’s Shares and the Representative’s Purchase Option, the Representative’s Units, the Common Stock included in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Common Stock issuable pursuant to the terms of the Representative’s Rights and Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” Delivery (and payment with respect to the Representative’s Purchase Option) of the Representative’s Securities shall be made on the Closing Date or Option Closing Date, as applicable. The issuance of the Representative’s Securities Units, the Common Stock included in the Representative’s Units and the Representative’s Warrants will be registered on the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (PENSARE ACQUISITION Corp)

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 500,000 937,500 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.. [●], 2017 1.3.2. The Company hereby agrees to issue to the Representative (and/or its designees), for no additional consideration, 100,000 a number of shares of Common Stock (or up to 115,000 shares if the underwriters’ over-allotment option is exercised in full) (the “Representative’s Shares”)) equal to 1% of the gross proceeds of the Offering, including from any exercise of all or any portion of the Over-Allotment Option, divided by $10.00. 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. Additionally, the Representative (and/or its designees) will have the same registration rights with respect to the Representative’s Shares that it has with respect to the Representative’s Purchase Option and underlying securities. The registered holder of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. 1.3.3. The Representative’s Shares and the Representative’s Purchase Option, the Representative’s Units, the Common Stock included in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Common Stock issuable pursuant to the terms of the Representative’s Rights and Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” Delivery (and payment with respect to the Representative’s Purchase Option) of the Representative’s Securities shall be made on the Closing Date or Option Closing Date, as applicable. The issuance of the Representative’s Securities will be registered on the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Forum Merger Corp)

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 500,000 750,000 Units (the “Representative’s Units”). Each of the Representative's ’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 (as defined below) or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date (as defined below) 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. Additionally, the Representative (and/or its designees) will have the same registration rights with respect to the Representative’s Shares that it has with respect to the Representative’s Purchase Option and underlying securities. The registered holder of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. 1.3.3. The Representative’s Shares and the Representative’s Purchase Option, the Representative’s Units, the Common Stock included in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Common Stock issuable pursuant to the terms of the Representative’s Rights and Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” Delivery (and payment with respect to the Representative’s Purchase Option) of the Representative’s Securities shall be made on the Closing Date or Option Closing Date, as applicable. The issuance of the Representative’s Securities (other than the Common Stock issuable pursuant to the terms of the Representative’s Warrants) will be registered on the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Opes Acquisition Corp.)

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 500,000 600,000 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, 100,000 120,000 shares of Common Stock (or up to 115,000 138,000 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. Additionally, the Representative (and/or its designees) will have the same registration rights with respect to the Representative’s Shares that it has with respect to the Representative’s Purchase Option and underlying securities. The registered holder of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. 1.3.3. The Representative’s Shares and the Representative’s Purchase Option, the Representative’s Units, the Common Stock included in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Common Stock issuable pursuant to the terms of the Representative’s Rights and Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” Delivery (and payment with respect to the Representative’s Purchase Option) of the Representative’s Securities shall be made on the Closing Date or Option Closing Date, as applicable. The issuance of the Representative’s Securities will be registered on the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Big Rock Partners Acquisition Corp.)

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. Additionally, the Representative (and/or its designees) will have the same registration rights with respect to the Representative’s Shares that it has with respect to the Representative’s Purchase Option and underlying securities. The registered holder of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions.. _________, 2017 1.3.3. The Representative’s Shares and the Representative’s Purchase Option, the Representative’s Units, the Common Stock included in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Common Stock issuable pursuant to the terms of the Representative’s Rights and Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” Delivery (and payment with respect to the Representative’s Purchase Option) of the Representative’s Securities shall be made on the Closing Date or Option Closing Date, as applicable. The issuance of the Representative’s Securities will be registered on the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Big Rock Partners Acquisition Corp.)

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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 1,250,000 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 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. Additionally, the Representative (and/or its designees) will have the same registration rights with respect to the Representative’s Shares that it has with respect to the Representative’s Purchase Option and underlying securities. The registered holder of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. 1.3.3. The Representative’s Shares and the Representative’s Purchase Option, the Representative’s Units, the Common Stock included in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Common Stock issuable pursuant to the terms of the Representative’s Rights and Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” Delivery (and payment with respect to the Representative’s Purchase Option) of the Representative’s Securities shall be made on the Closing Date or Option Closing Date, as applicable. The issuance of the Representative’s Securities Units, the Common Stock included in the Representative’s Units and the Representative’s Warrants will be registered on the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (PENSARE ACQUISITION Corp)

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 1,125,000 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 a number of shares of Common Stock (or up to 115,000 shares if the underwriters’ over-allotment option is exercised in full) (the “Representative’s Shares”)) equal to 1% of the gross proceeds of the Offering, including from any exercise of all or any portion of the Over-Allotment Option, divided by $10.00. 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. Additionally, the Representative (and/or its designees) will have the same registration rights with respect to the Representative’s Shares that it has with respect to the Representative’s Purchase Option and underlying securities. The registered holder of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. 1.3.3. The Representative’s Shares and the Representative’s Purchase Option, the Representative’s Units, the Common Stock included in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Common Stock issuable pursuant to the terms of the Representative’s Rights and Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” Delivery (and payment with respect to the Representative’s Purchase Option) of the Representative’s Securities shall be made on the Closing Date or Option Closing Date, as applicable. The issuance of the Representative’s Securities will be registered on the Registration Statement.. April 6, 2017

Appears in 1 contract

Samples: Underwriting Agreement (Forum Merger Corp)

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 500,000 212,500 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 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 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) 75,000 Ordinary Shares (the “Representative’s Representative Shares”). The Representative’s Shares shall be issued on the Closing Date and on any Option Closing Date, as applicable. On such date or datesdate, 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 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 shares of Common Stock 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 in the event the Company fails to consummate a Business Combination within the required time period. Additionally, the Representative (and/or its designees) will have the same registration rights with respect to the Representative’s Shares that it has with respect to the Representative’s Purchase Option and underlying securities. The registered holder of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. 1.3.3. The Representative’s Shares and the Representative’s Purchase Option, the Representative’s Units, the Common Stock Ordinary Shares included in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Common Stock Ordinary Shares issuable pursuant to the terms of the Representative’s Rights and Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” Delivery (and payment with respect to the Representative’s Purchase Option) of the Representative’s Securities shall be made on the Closing Date or Option Closing Date, as applicable. The issuance of the Representative’s Securities will be registered on the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (HL Acquisitions Corp.)

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 500,000 250,000 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 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 25,000 Ordinary Shares (or up to 115,000 shares 28,750 Ordinary Shares if the underwriters’ overOver-allotment option 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 an initial merger, share exchange, asset acquisition, stock, purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the Business Combination”). The Representative’s Shares will be identical to the shares of Common Stock 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 in the event the Company fails to consummate a Business Combination within the required time period. Additionally, the Representative (and/or its designees) will have the same registration rights with respect to the Representative’s Shares that it has with respect to the Representative’s Purchase Option and underlying securities. The registered holder of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions.. EarlyBirdCapital, Inc.October 11, 2018Page 5 of 44 1.3.3. The Representative’s Shares and the Representative’s Purchase Option, the Representative’s Units, the Common Stock Ordinary Shares included in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Common Stock Ordinary Shares issuable pursuant to the terms of the Representative’s Rights and Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” Delivery (and payment with respect to the Representative’s Purchase Option) of the Representative’s Securities shall be made on the Closing Date or Option Closing Date, as applicable. The issuance of the Representative’s Securities will be registered on the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (DD3 Acquisition Corp.)

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 500,000 600,000 Units (the “Representative’s Units”). Each of the Representative's ’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 Unit11.50. 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.. October 4, 2017 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. Additionally, the Representative (and/or its designees) will have the same registration rights with respect to the Representative’s Shares that it has with respect to the Representative’s Purchase Option and underlying securities. The registered holder of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. 1.3.3. The Representative’s Shares and the Representative’s Purchase Option, the Representative’s Units, the Common Stock included in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s Rights”), the Warrants included in the Representative’s Units (the “Representative’s Warrants”) and the Common Stock issuable pursuant to the terms of the Representative’s Rights and Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” Delivery (and payment with respect to the Representative’s Purchase Option) of the Representative’s Securities shall be made on the Closing Date or Option Closing Date, as applicable. The issuance of the Representative’s Securities will be registered on the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Black Ridge Acquisition Corp.)

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