Private Placement Units. At least one (1) Business Day prior to the Closing Date, the Sponsor and the Anchor Investors shall have caused all or a portion of the purchase price for the Private Placement Units to be deposited into the Trust Account such that upon payment for the Public Units pursuant to this Agreement, the amount of cash in the Trust Account (without giving effect to any income earned thereon) will equal $10.00 per Public Unit outstanding as of such Closing Date. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.
Private Placement Units. The Private Placement Units, when delivered upon the consummation of the Offering, will be duly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
Private Placement Units. On the Closing Date, the Private Placement Units have been purchased as provided for in the Subscription Agreement and the purchase price for such securities shall be deposited into the Company’s working capital account.
Private Placement Units. At least one (1) business day prior to the effective date of the Registration Statement, the Sponsor and at least one (1) business day prior to the Initial Closing Date, Cxxxx Investments shall have caused its respective purchase price for the Private Placement Units to be deposited into the Trust Account such that upon payment for the Public Units pursuant to this Agreement, the amount of cash in the Trust Account (without giving effect to any income earned thereon) will equal $10.10 per Public Unit outstanding as of the Initial Closing Date. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.
Private Placement Units. Each Private Placement Unit shall be comprised of one share of Common Stock and one whole Warrant. The total number of Private Placement Units to be purchased by the Purchaser pursuant to the Agreement, and the aggregate Purchase Price therefor, shall be increased to the number of Private Placement Units and purchase price therefor set forth on the signature page hereto.
Private Placement Units. In the event that the Subscriber does not purchase an aggregate of 250,000 (as may be increased or decreased proportionately if the aggregate number of Placement Units to be sold simultaneously in the IPO is increased and decreased) units (“Placement Units”) of the Company, each unit comprised of one share of Class A common stock, par value $0.0001 per shares (the “Class A Common Stock”), one third warrant, each whole warrant to purchase one share of Class A Common Stock, and one right to receive 1/20 of one share of Class A Common Stock, on a private placement basis for a purchase price of $2,500,000 (as may be increased or decreased proportionately if the aggregate number of Placement Units to be sold simultaneously in the IPO is increased and decreased) (“Placement Price”), or $10.00 per Placement Unit, simultaneously at the closing of the IPO, and in the event the full amount of Placement Price is not delivered to the Company on or prior to the closing of the IPO, the Subscriber acknowledges and agrees that it (or, if applicable, any transferees of Placement Units) shall forfeit all of the Shares. No transfer or sale of the Shares shall be valid until the transferee agrees to be bound by the provisions of this Agreement as if it were a signatory to this Agreement.
Private Placement Units. The Partnership agrees to issue and sell the Initial Private Placement Units for which the Accredited Investors have subscribed pursuant to the terms and conditions set forth in the form of subscription agreement substantially in the form attached to the Offering Memorandum as Annex II or Annex III, as applicable (each a "SUBSCRIPTION AGREEMENT"). The Initial Private Placement Units will be sold by the Partnership pursuant to this Agreement at a price of $17.00 per Unit (the "PRIVATE PLACEMENT PURCHASE PRICE"); provided, however, that the Private Placement Purchase Price per Unit sold to FBR and its affiliates (excluding any employees of FBR and its affiliates) shall be $15.98. As compensation for the services to be provided by FBR in connection with the Private Placement, the Partnership shall pay to FBR at the Closing Time an amount equal to $1.19 per Private Placement Unit sold (other than those Units sold to FBR and its affiliates at a price of $15.98 per Unit) at such time (the "PLACEMENT FEE"); provided, however, that FBR shall reimburse the Partnership, at the Closing Time, an amount equal to 1.0% of the aggregate Placement Fees incurred hereunder. No such reimbursement shall be required with respect to those Units purchased by FBR and its affiliates at the $15.98 per Unit Private Placement Purchase Price.
Private Placement Units. At the Closing Time, subject to the satisfaction or waiver of the closing conditions set forth herein, FBR shall cause the escrow agent (the "ESCROW AGENT") holding funds required to purchase Initial Private Placement Units to pay the Partnership the aggregate applicable purchase price for the Private Placement Units placed by FBR (net of any Placement Fee, if the Placement Fee is withheld as provided herein) against the Partnership's delivery of the Initial Private Placement Units to the purchasers thereof, in book-entry form through the facilities of DTC. At FBR's option, it may delay the placement of up to 3% of Initial Private Placement Units (the "EXTENDED PRIVATE PLACEMENT UNITS") for an additional five business days after the Closing Time (the "EXTENDED PRIVATE PLACEMENT CLOSING Date") at which time FBR shall cause Escrow Agent, to the extent it has available funds transferred to it by Accredited Investors, to pay the Partnership the aggregate applicable purchase price for the Extended Private Placement Units placed by FBR (net of any Placement Fee, if the Placement Fee is withheld as provided herein) against the Partnership's delivery of the Extended Private Placement Units to the purchasers thereof, in book-entry form through the facilities of DTC. Extended Private Placement Units may only be placed with Accredited Investors who have committed to purchase Private Placement Units before the Closing Date. The time at which payment and delivery on an Extended Private Placement Closing Date is actually made is hereinafter sometimes called the "EXTENDED CLOSING TIME." At the Closing Time or any Extended Closing Time, as applicable, unless FBR has caused the Escrow Agent to pay FBR such amount from the applicable funds transferred by the Escrow Agent to the Partnership with respect to the Private Placement Units placed by FBR on such date, the Partnership shall pay to FBR, by wire transfer of immediately available funds to an account or accounts designated by FBR, any Placement Fee amount payable with respect to the Private Placement Units for which the Partnership shall have received the purchase price.
Private Placement Units. Each Private Placement Unit shall consist of one Private Placement Share and one Private Placement Subunit and shall have the terms set forth in the Unit Certificate attached as Exhibit C hereto.
Private Placement Units. Simultaneously with the Closing, Aimfinity Investment LLC, the sponsor of the Company (the “Sponsor”) shall purchase from the Company pursuant to the Private Placement Units Purchase Agreement (as defined in Section 2.23.2 hereof) an aggregate of 450,000 private placement units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit in a private placement (the “Private Placement”). 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 Private Placement Units.
