Underwriters Purchase Option. On the Closing Date, the Company will execute and deliver the Underwriters' Purchase Option to the Underwriters substantially in the form filed as an exhibit to the Registration Statement.
Underwriters Purchase Option. The Company hereby agrees to issue and sell to the Underwriter (and/or its designees) on the Closing Date an option (“Underwriter’s Purchase Option”) to purchase up to an aggregate of 175,000 units (the “Underwriter’s Units”) for an aggregate purchase price of $100.00. The Underwriter’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 (but in no event will the Underwriter’s Purchase Option expire more than five years from the Effective Date) or one year from the Effective Date and expiring on the three-year anniversary of the consummation of a Business Combination at an initial exercise price per Underwriter’s Unit of $6.60, which is equal to one hundred ten percent (110%) of the initial public offering price of a Unit. Delivery and payment for the Underwriter’s Purchase Option shall be made on the Closing Date. On the Closing Date, the Company shall deliver to the Underwriter, upon payment therefor, the Underwriter’s Purchase Option in the name or names and in such denominations as the Underwriter may request. The Underwriter’s Purchase Option, the Underwriter’s Units, the Subunits (the “Underwriter’s Subunits”), the Ordinary Shares (the “Underwriter’s Shares”) and the Warrants (the “Underwriter’s Warrants”) included in the Underwriter’s Units and the Ordinary Shares issuable upon exercise of the Underwriter’s Warrants are hereinafter referred to collectively as the “Underwriter’s Securities.” The Public Securities and the Underwriter’s Securities are hereinafter referred to collectively as the “Securities.”
Underwriters Purchase Option. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Effective Date an option (the "Underwriters' Purchase Option") for the purchase of an aggregate of 1,000,000 Units (the "Underwriters' Units") for an aggregate purchase price of $100.00. Each of the Underwriters' Units is identical to the Initial Units except that the Warrants included in the Underwriters' Units (the "Underwriters' Warrants") have an exercise price of $6.25 per share (125% of the exercise price of the Warrants included in the Units sold to the public). The Underwriters' Purchase Option shall be exercisable, in whole or in part, commencing on the later of (i) one year from the Effective Date and (ii) the consummation of a Business Combination and expiring on the four-year anniversary of the Effective Date at an initial exercise price per Underwriters' Unit of $7.50 per Unit (125% of the initial public offering price of a Unit sold to the public). The Underwriters' Purchase Option, the Underwriters' Units, the Underwriters' Warrants and the shares of Common Stock issuable upon exercise of the Underwriters' Warrants are hereinafter referred to collectively as the "Underwriters' Securities." Delivery and payment for the Underwriters' Purchase Option shall be made at the Closing Time. The Company shall deliver to the Underwriters, upon payment therefor, certificates (if any) for the Underwriters' Purchase Option in the name or names and in such authorized denominations as the Representative may request.
Underwriters Purchase Option. The Underwriter’s Purchase Option has been duly authorized and validly executed by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to: (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers), (ii) the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law), (iii) the limitations on the enforceability of any rights to indemnity and contribution by federal and state securities laws and principles of public policy and (iv) possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights.
Underwriters Purchase Option. On the Closing Date (as defined herein) for the Firm Securities, the Company shall further issue and sell to [First Equity, individually and not as a Representative,] or, at its direction, to its bona fide officers and directors and/or employees, an option (the "Underwriter's Purchase Option") pursuant to the Purchase Option Agreement to purchase [ ____________ ] Units (such Units, the "Underwriter's Units", the Shares and Warrants underlying the Underwriter's Units, the "Underwriter's Shares" and the "Underwriter's Warrants", respectively) for an aggregate purchase price of $75.00. The Underwriter's Purchase Option shall be exercisable at any time during the four year period commencing one-year after the effective date of the Registration Statement (the "Term"), at a price per Unit equal to 120% of the public offering price of a Unit. For a period of one (1) year after the effective date of the Registration Statement, the Underwriter's Purchase Option (and the Purchase Option Securities, as hereinafter defined) may not be sold, assigned, transferred, pledged or hypothecated except to officers and partners of First Equity or members of the selling group (and their officers or partners). Such transfers will only be made if they do not violate the registration provisions of the Securities Act. The Underwriter's Purchase Option and the Purchase Option Securities shall be transferable after one year from the effective date of the Registration Statement pursuant to available exemptions from registration (if not otherwise covered by an effective registration statement) under the Securities Act, provided, however, that the Underwriter's Purchase Option may not be transferred to a direct competitor of the Company without the Company's prior written consent. Except as otherwise set forth in the Purchase Option Agreement, you may designate that the Underwriter's Purchase Option be issued in varying amounts directly to your officers or partners and not the Underwriters, and to other underwriters, if any, and their designees. Such designation will be made by you only if you determine that such issuances would not violate the interpretation of the Board of Governors of the NASD relating to the review of corporate financing arrangements. The Underwriter's Units and the Underwriter's Shares and Underwriter's Warrants underlying the Underwriter's Units (collectively sometimes referred to herein as the "Purchase Option Securities") shall be entitled to piggyback and demand...
Underwriters Purchase Option. The Underwriters' Purchase Option and the Purchase Option Securities conform to the description thereof in the Registration Statement and in the Prospectus and, when sold to and paid for by you, will be duly authorized, will be validly issued and will be the valid and binding obligation of the Company. The Underwriters' Purchase Option and Purchase Option Securities have been duly and validly authorized and reserved for issuance upon exercise of the Underwriters' Purchase Option and the Underwriters' Warrant and, when issued upon such exercise in accordance with terms at the price therein provided, will be validly issued, fully paid and nonassessable and free of preemptive and redemption rights.
Underwriters Purchase Option. The Company shall have executed the Purchase Option Agreement and shall have delivered properly executed Underwriter's Option Certificates to you simultaneously with the closing of the sale of the Firm Securities.
Underwriters Purchase Option. The Underwriter’s Purchase Option has been duly and validly executed by the Company and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, subject to (i) the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers), (ii) the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law), (iii) the limitations on the enforceability of any rights to indemnity and contribution by federal and state securities laws and principles of public policy and (iv) possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights.
Underwriters Purchase Option. The Company shall have executed the Purchase Option Agreement and shall have delivered properly executed Underwriters' Option Certificates to you simultaneously with the closing of the sale of the Firm Securities. Lock-Up Agreements. You shall have received the executed "lock-up" letters described in Section 5(h) of this Agreement.
Underwriters Purchase Option. The Company has executed and delivered the Underwriter's Purchase Option to the Underwriter substantially in the form filed as an exhibit to the Registration Statement.
