Unit Purchase Option. As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date, and on the Option Closing Date, as applicable, an option (“Representative’s Purchase Option”) for the purchase of an aggregate of 90,000 Units, or up to 103,500 Units if the over-allotment option is exercised in full (the “Representative’s Units”) for an aggregate purchase price of $100.00. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the closing of the Business Combination and expiring five (5) years from the Effective Date, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $11.50, which is equal to one hundred and fifteen percent (115%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the shares of Common Stock included in the Representative’s Units, the Rights included in the Representative’s Units (the “Representative’s Rights”), the shares of Common Stock issuable pursuant to the terms of the Representative’s Rights are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities, the Private Units, the Representative’s Securities, and the shares underlying the Deferred Equity are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions against transferring the Representative’s Purchase Option during the first six (6) months after the Effective Date, as set forth in Section 3 of the Representative’s Purchase Option and that all Representative’s Securities will be subject to compliance with FINRA Rule 5110(f)(2) and (g).
Unit Purchase Option. At or before the First Closing Date, the Company will sell to D.H. Xxxxx Xxxestment Banking Corp., or its designees for a consideration of $.0001 and upon the terms and conditions set forth in the form of Unit Purchase Option annexed as an exhibit to the Registration Statement, a Unit Purchase Option to purchase an aggregate of 120,000 Units. In the event of conflict in the terms of this Agreement and the Unit Purchase Option, the language of the Unit Purchase Option shall control.
Unit Purchase Option. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a unit purchase option (“Representative’s Unit Purchase Option”) for the purchase of a number of Units equal to 5.0% of the number of Units issued in the Offering, in the form attached hereto as Exhibit A (the “Representative’s Unit Purchase Option Agreement”), at an initial exercise price of $[ ], which is equal to 125% of the initial public offering price per Unit. The Representative’s Unit Purchase Option, the Preferred Shares, the Series C Warrants and the shares of Common Stock issuable upon conversion or exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Unit Purchase Option and the underlying securities during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Unit Purchase Option, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a 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; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.
Unit Purchase Option. At or before the First Closing Date, the Company will sell to the Representative (for its own account and not as Representative of the several Underwriters), or its designees for a consideration of $250, and upon the terms and conditions set forth in the form of Unit Purchase Option annexed as an exhibit to the Registration Statement, a Unit Purchase Option to purchase an aggregate of 250,000 Units. In the event of conflict in the terms of this Agreement and the Unit Purchase Option, the language of the Unit Purchase Option shall control.
Unit Purchase Option. At or before the First Closing Date, the Company will sell to X.X. Xxxxx Investment Banking Corp. (for its own account), or its designees for a consideration of $23, and upon the terms and conditions set forth in the form of Unit Purchase Option annexed as an exhibit to the Registration Statement, a Unit Purchase Option to purchase an aggregate of 2,300 Units. In the event of conflict in the terms of this Agreement and the Unit Purchase Option, the language of the Unit Purchase Option shall control.
Unit Purchase Option. THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of Xxxxx X. Xxxxx, (a "Holder"), as registered owner of this Unit Purchase Option, to Sand Hill IT Security Acquisition Corp. (the "Company"), Holder is entitled, at any time or from time to time upon the later of the consummation of a Business Combination or July 25, 2005 (the "Commencement Date"), and at or before 5:00 p.m., Eastern Time, July 25, 2009 (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to Twenty Five Thousand Nine Hundred Seventy Nine (25,979) units (the "Units") of the Company, each Unit consisting of one share of common stock of the Company, par value $0.01 per share (the "Common Stock"), and two warrants (the "Warrant(s)") expiring five years from the effective date (the "Effective Date") of the registration statement (the "Registration Statement") pursuant to which Units are offered for sale to the public (the "Offering"). Each Warrant is the same as the warrants included in the Units being registered for sale to the public (the "Public Warrants") under the Securities Act of 1933, as amended (the "Act") except that the exercise price of the Warrants shall be $6.65 per share. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Unit Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein.
Unit Purchase Option. On the Closing Date, the Company will sell to the Representatives, for an aggregate price of $10, the Unit Purchase Option to purchase an aggregate of one hundred twenty thousand (120,000) Units from the Company at an exercise price equal to one hundred sixty five percent (165%) of the public offering price of the Units. The Unit Purchase Option and the underlying securities shall be non-transferable (other than to officers or partners of members of the underwriting or selling group or as otherwise may be permitted by the NASD) during the one (1) year period commencing on the Effective Date. The Unit Purchase Option and the terms of the underlying securities shall be exercisable for a period of four (4) years commencing one (1) year from the Effective Date. The Unit Purchase Option shall be in substantially the form provided by the Representatives and filed as an Exhibit to the Registration Statement.
Unit Purchase Option. At or before the First Closing Date, Marquee will sell to The Underwriters or their designees, as permitted by the NASD, for a consideration of $335, and upon the terms and conditions set forth in the form of Unit Purchase Option annexed as an exhibit to the Registration Statement, a Unit Purchase Option to purchase an aggregate of 335,000 Units. In the event of conflict in the terms of this Agreement and the Unit Purchase Option, the language of the Unit Purchase Option shall control.
Unit Purchase Option. (i) The Company hereby agrees to issue and sell to the Representatives on each Closing Date an option (the “Unit Purchase Option”) for the purchase of an aggregate number of units (each consisting of one share of Common Stock and one Warrant to purchase a share of Common Stock) representing five percent (5%) of (i) with respect to the First Closing Date, the Firm Units and (ii) with respect to the First Closing Date and each Second Closing Date, the sum of the Option Shares and the Option Warrants issued and sold pursuant to Section 3(b) hereof on such Closing Date. The Unit Purchase Option, in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on a date that is 180 days after the effective date of this Agreement and expiring on the five-year anniversary of such effective date at an initial exercise price per unit equal to one hundred twenty percent (120%) of the initial public offering price of the Firm Units, on a cashless basis in certain circumstances as set forth in the Unit Purchase Option. The Warrants (the “Representatives’ Warrants”) and the Common Stock (the “Representatives’ Shares”) issuable upon exercise thereof are hereinafter collectively referred to together as the “Representatives’ Securities,” and the Common Stock issuable upon exercise of the Representatives’ Warrants is hereinafter referred to as the “
Unit Purchase Option. The Company shall have delivered to the Representatives executed copies of the Unit Purchase Option.
