Terms of the Units. 8.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to transfer restrictions described in the Insider Letter, and (ii) the Units and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available.
8.2 Each of Subscribers agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration Statement.
Terms of the Units. The Units shall be substantially identical to the Units offered in the IPO as set forth in the Underwriting Agreement entered into between the Company and Xxxxx & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Seaport Global Securities LLC in connection with the IPO, except the Units: (i) will be subject to the transfer restrictions described herein, and (ii) are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or the resale of the Units is registered under the Securities Act.
Terms of the Units. The Units shall be substantially identical to the units offered in the IPO as set forth in an underwriting agreement to be entered into by and between the Company and EarlyBirdCapital, Inc., except as provided for herein, and principally, (i) the Units will be subject to the transfer restrictions described herein, (ii) the Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or the resale of the Units is registered under the Securities Act, and (iii) the Warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial Purchaser or its permitted transferees as set forth in the Warrant Agreement. The Purchaser is also agreeing to certain obligations with respect to the Units as set forth in that certain insider letter to be entered into in connection with the IPO.
Terms of the Units. The Units shall be substantially identical to the units included in the units offered in the IPO, except the Units: (i) will be subject to the transfer restrictions described in the Letter Agreement among the Company, its officers and directors, GEH Capital Inc. and the Sponsor, (ii) are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or the resale of the Units is registered under the Securities Act, (iii) the warrants comprising the Units will be non-redeemable so long as they are held by the Sponsor or any of its permitted transferees and (iv) the Warrants comprising the Units are exercisable for cash or on a “cashless” basis if held by the Sponsor or any of its permitted transferees.
Terms of the Units. The Units shall be substantially identical to the Units offered in the IPO as set forth in the Underwriting Agreement filed with the Registration Statement, except (i) the Units (and their constituent securities) cannot be transferred (except to certain permitted transferees) until the completion of the Company’s initial business combination, (ii) the Units (and their constituent securities) will be entitled to registration rights as set forth in the Registration Rights Agreement and (iii) the Warrants included in the Units, so long as they are held by Purchaser or its permitted transferees, (x) will not be redeemable by the Company and (y) may be exercised by the holders on a cashless basis. If the Warrants included in the Units are held by holders other than Purchaser or any of its permitted transferees, such Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. The Purchaser acknowledges and agrees that it will execute agreements in form and substance typical for transactions of this nature necessary to effectuate the agreements and obligations set forth in this Agreement prior to the consummation of the IPO as are reasonably acceptable to Purchaser, including but not limited to (i) the Insider Letter and (ii) the Registration Rights Agreement.
Terms of the Units. The Units shall be substantially identical to the Units offered in the IPO as set forth in the Underwriting Agreement, except the Units: (i) will be subject to the transfer restrictions described herein, and (ii) are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or the resale of the Units is registered under the Securities Act.
Terms of the Units. Each Unit is comprised of one Common Share and one Warrant. The Common Shares and the Warrants comprising the Units will separate immediately upon the closing of the Offering.
Terms of the Units. The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts are subject to the transfer restrictions described in Section 7 hereof, and (ii) the Units and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement or an exemption from registration is available, and the restrictions described above in clause (i) has expired.
Terms of the Units. Each "Unit" shall consist of one share of Common Stock and a Class I Warrant to purchase one share of Common Stock at an exercise price equal to the Unit Price (as defined below), as it may be Reset from time to time. The purchase price ("Unit Price") for each Unit shall initially be $13.19 per Unit (85% of the Market Price, where "Market Price" shall equal the average Closing Bid Price of the Company's Common Stock for the five (5) trading days immediately preceding January 14, 2000). The terms of the Warrants, including the terms on which the Class I Warrants may be exercised for Common Stock and the terms on which the Class II Warrants may be exercised for Units, are set forth in the form of the Warrant attached hereto as Exhibit A and Exhibit B, respectively. For purposes hereof, "Closing Bid Price" shall mean (i) the average of the closing bid price for the shares of Common Stock of the Company as reported by the Nasdaq Small Cap Market for the five (5) trading days immediately preceding, but not including, such date, or (ii) if The Nasdaq Small Cap Market is not the principal trading market for the Common Stock, the average of the last reported bid prices on the principal trading market for the Common Stock during the same period, or, if there is no bid price for such period, the last reported sales price for such period, or (iii) if the market value cannot be calculated as of such date on any of the foregoing bases, the Closing Bid Price shall be deemed to be equal the average fair market value as reasonably determined by an investment banking firm selected by the Company and reasonably acceptable to the Holder of a majority in interest of the Warrants, with the cost of the appraisal to be borne by the Company.
Terms of the Units. Each "Unit" shall consist of one share of Common Stock, and a Warrant to purchase one share of Common Stock at an exercise price equal to $0.25. The purchase price ("Unit Price") for each Unit purchased in the Offering shall equal $0.25. The terms of the Warrants, including the terms on which the Warrants may be exercised for Common Stock, are set forth in the form of the Warrant attached hereto as EXHIBIT B.
