Placement Units Sample Clauses

Placement Units. Simultaneously with the Closing, 8i Enterprises Pte Ltd (“8i Pte”), an affiliate of 8i Holdings Limited, shall purchase from the Company, pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an aggregate of 221,250 units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the Ordinary Shares, the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units sold in the Offering except that the Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.

Placement Units. Simultaneously with the Closing Date, the Sponsor (and/or their designees) will purchase from the Company pursuant to a Securities Subscription Agreement (as defined below) an aggregate of 325,000 private units of the Company, which are identical to the Firm Units subject to certain exceptions at a purchase price of $10.00 per unit (the “Initial Placement Units”) in a private placement (the “Initial 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. The terms of the Initial Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company additional units on a pro rata basis (up to a maximum of 24,750 private units at a price of $10.00 per unit) (the “Additional Placement Units”) with the amount of the Over-allotment Option exercised so that at least $10.15 per share sold to the public in this Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or part. The Additional Placement Units are identical to the Firm Units subject to certain exceptions and will be sold in a private placement (the “Additional Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Initial Placement Units and the Additional Placement Units are hereinafter referred to collectively as the “Placement Units”. The Initial Unit Private Placement and the Additional Unit Private Placement are hereinafter referred to collectively as the “Unit Private Placement”. The Placement Units, the ordinary shares, the warrants, and the rights underlying the Placement Units, and the ordinary shares issuable upon exercise of the underlying warrants and rights are hereinafter referred to collectively as the “Placement Securities”. None of the Placement Securities may be sold, assigned or transferred by the Sponsor or its transferees until 30 days after the consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to AST 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 to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Public S...

Placement Units. Simultaneously with the Closing, the Sponsor (as hereinafter defined) shall purchase from the Company, pursuant to the Subscription Agreement (as defined in Section 2.24.2 hereof) an aggregate of 300,000 units (or 330,000 units if the Over-allotment Option is exercised in full) (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the Rights included in the Placement Units (the “Placement Rights”), the Ordinary Shares and the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units sold in the Offering. There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.

Placement Units. The Placement Units and the Additional Placement Units have been duly authorized and reserved for issuance and, when issued and paid for, will be validly issued, fully paid and non-assessable; the Placement Units and the Additional Placement Units are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement Units and the Additional Placement Units have been duly and validly taken. The Placement Units and the Additional Placement Units are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Placement Units. Simultaneously with the Closing, Oriental Holdings Limited (“Oriental”) shall purchase from the Company, pursuant to the Subscription Agreements (as defined in Section 2.24.2 hereof) an aggregate of 247,500 units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the Ordinary Shares, the Rights included in the Placement Units (the “Placement Rights”), the Warrants included in the Placement Units (the “Placement Warrants”) and the Ordinary Shares underlying the Placement Rights and the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units sold in the Offering except that the Placement Warrants shall be non-redeemable by the Company and may be exercised for cash or on a cashless basis, as described in the Prospectus, in each case so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.

Placement Units. The Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Units are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock and Warrants underlying the Placement Units, and the shares of Common Stock issuable upon exercise of the Warrants underlying the Private Units have been reserved for issuance and, when issued in accordance with the terms of the Placement Units and the Placement Warrants and upon payment therefor, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Units. Simultaneously with the Closing, Bayview Holding LP (the “Sponsor”) and Peace Investment Holdings Limited, a British Virgin Island Company (“Peace Investment” and together with the Sponsor, the “Sponsors”) shall purchase from the Company, pursuant to a written purchase agreement an aggregate of 232,500 private placement units (or up to 250,500 private placement units to the extent the Over-allotment Option is exercised) (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”) in order to ensure that at least $10.00 per Unit sold to the public shareholders is held in trust after the exercise of the Over-allotment Option. The Placement Units, the Ordinary Shares included in the Placement Units (the “Placement Shares”), the Rights included in the Placement Units (the “Placement Rights”) and the Ordinary Shares underlying the Placement Rights are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities, the Representative’s Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” Each Placement Unit shall be identical to the Units sold in the Offering, except that the Placement Units and their component securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities period of one hundred eighty (180) days immediately following the commencement of sales in the offering and will not be transferable, assignable or salable until thirty (30) days after the completion of the Company’s Business Combination except to permitted transferees, and that the component securities, so long as they are held by the Sponsors or their permitted transferees, will be entitled to registration rights. The Placement Units and the securities included therein will expire worthless in the event that the Company does not consummate a Business Combination within the required time period. There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.

Placement Units. 2.7.3.1 The Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Placement Units and the shares of Common Stock and Rights into which such Placement Units are exercisable into have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Unit Private Placement Agreement will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Placement Units are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Placement Units has been duly and validly taken. The Placement Units conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.

Placement Units. Simultaneously with the Closing, Bellevue Global Life Sciences Investors LLC (“Sponsor”) shall purchase from the Company, pursuant to a written purchase agreement an aggregate of 430,000 private placement units (the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Private Placement”). The Placement Units, the shares of Common Stock included in the Placement Units (the “Placement Shares”), the Warrants included in the Placement Units (the “Placement Warrants”), the Rights includes in the Placement Units (the “Placement Rights”) and the shares of Common Stock underlying the Placement Warrants and Placement Rights are hereinafter referred to collectively as the “Placement Securities,” and the Public Securities and the Placement Securities are hereinafter referred to collectively as the “Securities.” Each Placement Unit shall be identical to the Units sold in the Offering, except that (i) the Placement Units and their component securities may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities period of one hundred eighty (180) days immediately following the commencement of sales in the offering and will not be transferable, assignable or salable until after the completion of the Company’s Business Combination except to permitted transferees, and that the component securities, so long as they are held by the Sponsor or its permitted transferees, will be entitled to registration rights; and (ii) the Placement Warrants will be non-redeemable by the Company and may be exercised for cash or on a cashless basis as described in the Prospectus, in each case, so long as the Placement Warrants continue to be held by the initial purchasers of the Placement Warrants or their permitted transferees (as described in the Subscription Agreement and the Warrant Agreement (as defined in Section 2.24 hereof)). There will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Securities.