Common use of Unit Private Placement Clause in Contracts

Unit Private Placement. On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 497,500 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 52,500 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. Prior to the Closing Date or the Option Closing Date, the Sponsor shall have provided to the Representative evidence reasonably satisfactory to the Representative that the purchase price for the Placement Units to be paid by Sponsor is readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (G3 VRM Acquisition Corp.), Underwriting Agreement (G3 VRM Acquisition Corp.)

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Unit Private Placement. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.22.24.2 below) an aggregate of 497,500 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 475,675 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), ) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemptionAct. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.12.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 52,500 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act Act. None of the Placement Units may be sold, assigned or another available exemption. Prior to transferred by the Closing Date Sponsor or the Option Closing Date, the Sponsor shall have provided to the Representative evidence reasonably satisfactory to the Representative that the or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor is has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (Northern Lights Acquisition Corp.), Underwriting Agreement (Northern Lights Acquisition Corp.)

Unit Private Placement. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.22.21.2 below) an aggregate of 497,500 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 342,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), ) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemptionAct. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.12.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 52,500 34,125 Placement Units and (iithe “Option Placement Units”) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act Act. None of the Placement Units may be sold, assigned or another available exemption. Prior to transferred by the Closing Date Sponsor or the Option Closing Date, the Sponsor shall have provided to the Representative evidence reasonably satisfactory to the Representative that the or their respective transferees until after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor is has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (Embrace Change Acquisition Corp.), Underwriting Agreement (Embrace Change Acquisition Corp.)

Unit Private Placement. On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Private Placement Unit Purchase Agreement (as defined in Section 2.21.22.21.2 below) an aggregate of 497,500 257,500 private units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Private Units”), ) at a purchase price of $10.00 per Placement Private Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Act or another available exemptionSecurities Act. The Private Units are identical to the Units, subject to certain exceptions; and the terms of the Placement Private Units, the Class A Ordinary Shares included in the Private Units and the Rights included in the Private Units (the “Private Rights”) are each as described in the Prospectus (as defined in Section 2.1.1)Prospectus. Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Private Placement Unit Purchase Agreement, Agreement up to an additional 52,500 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 Placement 15,000 Private Units at a purchase price of $10.00 per Placement Private Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Act Securities Act. None of the Private Units may be sold, assigned or another available exemption. Prior to the Closing Date or the Option Closing Date, transferred by the Sponsor shall have provided to the Representative evidence reasonably satisfactory to the Representative that the or its permitted transferees until after consummation of a Business Combination. The purchase price for the Placement Private Units to be paid by the Sponsor is shall be delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (Love & Health LTD), Underwriting Agreement (Love & Health LTD)

Unit Private Placement. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2) an aggregate of 497,500 2.21.2 hereof), 500,000 units of the Companyand 100,000 units, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 units of the Companyrespectively, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 52,500 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemptionAct. Prior to the Closing Date or Simultaneously with the Option Closing DateDate (if any), the Sponsor shall have provided and the Representative will purchase from the Company pursuant to the Representative evidence reasonably satisfactory Purchase Agreements, up to the Representative that the an additional 45,000 Placement Units and 15,000 Placement Units, respectively, at a purchase price for of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be paid sold, assigned or transferred by Sponsor is readily available to the Sponsor, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be delivered by wire transfer in immediately available funds to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount.

Appears in 2 contracts

Samples: Underwriting Agreement (ChaSerg Technology Acquisition Corp), Underwriting Agreement (ChaSerg Technology Acquisition Corp)

Unit Private Placement. On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Subscription Agreement (as defined in Section 2.21.22.21.2 below) an aggregate of 497,500 315,000 private units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Private Units”), ) at a purchase price of $10.00 per Placement Private Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Act or another available exemptionSecurities Act. The Private Units are identical to the Units, subject to certain exceptions; and the terms of the Placement Private Units, the Class A Ordinary Shares included in the Private Units, the warrants included in the Private Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the Prospectus (as defined in Section 2.1.1)Prospectus. Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, Subscription Agreement up to an additional 52,500 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 Placement 28,125 Private Units at a purchase price of $10.00 per Placement Private Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Act Securities Act. None of the Private Units may be sold, assigned or another available exemption. Prior to the Closing Date or the Option Closing Date, transferred by the Sponsor shall have provided to the Representative evidence reasonably satisfactory to the Representative that the or its permitted transferees until after consummation of a Business Combination. The purchase price for the Placement Private Units to be paid by the Sponsor is shall be delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (Oak Woods Acquisition Corp), Underwriting Agreement (Oak Woods Acquisition Corp)

Unit Private Placement. On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Subscription Agreement (as defined in Section 2.21.22.21.2 below) an aggregate of 497,500 245,500 private units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Private Units”), ) at a purchase price of $10.00 per Placement Private Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Act or another available exemptionSecurities Act. The Private Units are identical to the Units, subject to certain exceptions; and the terms of the Placement Private Units, the shares of Common Stock included in the Private Units, the warrants included in the Private Units (the “Private Warrants”) and the Rights included in the Private Units (the “Private Rights”) are each as described in the Prospectus (as defined in Section 2.1.1)Prospectus. Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, Subscription Agreement up to an additional 52,500 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 Placement 20,625 Private Units at a purchase price of $10.00 per Placement Private Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Act Securities Act. None of the Private Units may be sold, assigned or another available exemption. Prior to the Closing Date or the Option Closing Date, transferred by the Sponsor shall have provided to the Representative evidence reasonably satisfactory to the Representative that the or its permitted transferees until after consummation of a Business Combination. The purchase price for the Placement Private Units to be paid by the Sponsor is shall be delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (Plutonian Acquisition Corp.), Underwriting Agreement (Plutonian Acquisition Corp.)

Unit Private Placement. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.22.21.2 below) an aggregate of 497,500 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 340,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), ) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemptionAct. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.12.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 52,500 33,750 Placement Units and (iithe “Option Placement Units”) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act Act. None of the Placement Units may be sold, assigned or another available exemption. Prior to transferred by the Closing Date Sponsor or the Option Closing Date, the Sponsor shall have provided to the Representative evidence reasonably satisfactory to the Representative that the or their respective transferees until after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor is has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Embrace Change Acquisition Corp.)

Unit Private Placement. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2) an aggregate of 497,500 2.21.2 hereof), 500,000 units of the Companyand 100,000 units, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 units of the Companyrespectively, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 52,500 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemptionAct. Prior to the Closing Date or Simultaneously with the Option Closing DateDate (if any), the Sponsor shall have provided and the Representative will purchase from the Company pursuant to the Representative evidence reasonably satisfactory Purchase Agreements, up to the Representative that the an additional 45,000 Placement Units and 15,000 Placement Units, respectively, at a purchase price for of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”)and Warrants (“Placement Warrants”) may be paid sold, assigned or transferred by Sponsor is readily available to the Sponsor, the Representative or their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be delivered by wire transfer in immediately available funds to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount.

Appears in 1 contract

Samples: Underwriting Agreement (ChaSerg Technology Acquisition Corp)

Unit Private Placement. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Placement Unit Purchase Agreement (as defined in Section 2.21.22.21.2 below) an aggregate of 497,500 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 326,394 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), ) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act or another available exemptionAct. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.12.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Placement Unit Purchase Agreement, up to an additional 52,500 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 30,937 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act Act. None of the Placement Units may be sold, assigned or another available exemption. Prior to transferred by the Closing Date Sponsor or the Option Closing Date, the Sponsor shall have provided to the Representative evidence reasonably satisfactory to the Representative that the or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor is has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Genesis Unicorn Capital Corp.)

Unit Private Placement. On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 497,500 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 52,500 45,000 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. Prior to the Closing Date or the Option Closing Date, the Sponsor shall have provided to the Representative evidence reasonably satisfactory to the Representative that the purchase price for the Placement Units to be paid by Sponsor is readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (G3 VRM Acquisition Corp.)

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Unit Private Placement. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Private Placement Units Purchase Agreement (as defined in Section 2.21.22.24.2 below) an aggregate of 497,500 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 759,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), ) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemptionAct. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.12.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Private Placement Units Purchase Agreement, up to an additional 52,500 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 90,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemptionAct. Prior to the Closing Date or the Option Closing Date, the Sponsor shall have provided to the Representative evidence reasonably satisfactory to the Representative that the The purchase price for the Placement Units to be paid by the Sponsor is has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (AA Mission Acquisition Corp.)

Unit Private Placement. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.22.21.2 below) an aggregate of 497,500 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 575,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), ) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act or another available exemptionof 1933, as amended (the “Act”). The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.12.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 52,500 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 60,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act Act. None of the Placement Units may be sold, assigned or another available exemption. Prior to transferred by the Closing Date Sponsor or the Option Closing Date, the Sponsor shall have provided to the Representative evidence reasonably satisfactory to the Representative that the or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor is has been delivered to Wilmington Trust or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (UNSDG Acquisition Corp.)

Unit Private Placement. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.22.21.2 below) an aggregate of 497,500 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 275,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), ) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933 (the “Act”) pursuant to Section 4(a)(2) of the Act or another available exemptionAct. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.12.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 52,500 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 30,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act Act. None of the Placement Units may be sold, assigned or another available exemption. Prior to transferred by the Closing Date Sponsor or the Option Closing Date, the Sponsor shall have provided to the Representative evidence reasonably satisfactory to the Representative that the or their respective transferees until after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor is has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Aimei Health Technology Co., Ltd.)

Unit Private Placement. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.22.21.2 below) an aggregate of 497,500 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 440,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), ) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Securities Act or another available exemptionof 1933, as amended (the “Act”). The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.12.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 52,500 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 40,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act Act. None of the Placement Units may be sold, assigned or another available exemption. Prior to transferred by the Closing Date Sponsor or the Option Closing Date, the Sponsor shall have provided to the Representative evidence reasonably satisfactory to the Representative that the or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor is has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (CO2 Energy Transition Corp.)

Unit Private Placement. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.22.21.2 below) an aggregate of 497,500 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 285,290 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), ) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933 (the “Act”) pursuant to Section 4(a)(2) of the Act or another available exemptionAct. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.12.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 52,500 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 30,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act Act. None of the Placement Units may be sold, assigned or another available exemption. Prior to transferred by the Closing Date Sponsor or the Option Closing Date, the Sponsor shall have provided to the Representative evidence reasonably satisfactory to the Representative that the or their respective transferees until after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor is has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (TechyBird Acquisition Corp.)

Unit Private Placement. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Placement Unit Purchase Agreement (as defined in Section 2.21.22.21.2 below) an aggregate of 497,500 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 346,394 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), ) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act or another available exemptionAct. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.12.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Placement Unit Purchase Agreement, up to an additional 52,500 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 30,937 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act Act. None of the Placement Units may be sold, assigned or another available exemption. Prior to transferred by the Closing Date Sponsor or the Option Closing Date, the Sponsor shall have provided to the Representative evidence reasonably satisfactory to the Representative that the or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor is has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Genesis Unicorn Capital Corp.)

Unit Private Placement. On or prior to Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.22.21.2 below) an aggregate of 497,500 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 325,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), ) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933 (the “Act”) pursuant to Section 4(a)(2) of the Act or another available exemptionAct. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.12.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 52,500 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 30,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act Act. None of the Placement Units may be sold, assigned or another available exemption. Prior to transferred by the Closing Date Sponsor or the Option Closing Date, the Sponsor shall have provided to the Representative evidence reasonably satisfactory to the Representative that the or their respective transferees until after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor is has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Aimei Health Technology Co., Ltd.)

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