Private Units. On the Closing Date and the Option Closing Date, as applicable, the Private Units have been purchased as provided for in the Subscription Agreements and the purchase price for such securities shall be deposited into the Trust Account.
Private Units. On the Closing Date and the Option Closing Date, as applicable, the Private Units have been purchased as provided for in the Subscription Agreement and the purchase price for such securities shall be deposited into the Trust Account. EarlyBirdCapital, Inc.[l], 2017Page 32 of 41
Private Units. The Private Units, and the shares of Common Stock and Warrants included within the Private Units, have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Sponsor Unit Purchase Agreement or the Underwriter Unit Purchase Agreement, as applicable, 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 Private Units, and the shares of Common Stock or Warrants included within the Private 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 Private Units, and the shares of Common Stock or Warrants included within the Private Units, has been duly and validly taken. The Private Units conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package, and the Prospectus, as the case may be.
Private Units. Each of the Private Unit Subscribers shall have caused its respective purchase price for the Private Units to be purchased by it on the Initial Closing Date to be wired to 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 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 Units. The Private Units have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof will not be subject to personal liability by reason of being such holders. The Private 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. All corporate actions required to be taken for the authorization, issuance and sale of the Private Units have been duly and validly taken. When issued, the Private Units will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and 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 (i) issuable upon conversion of the private rights underlying the Private Units or (ii) included in the Private Units have been reserved for issuance and, when issued in accordance with the terms of this Agreement, 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.
Private Units. The Private Units and the private shares and the private warrants underlying the Private Units have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Subscription Agreements, 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 Private Units and the private shares and the private warrants underlying the Private 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 Private Units and the private shares and the private warrants underlying the Private Units has been duly and validly taken. The Private 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.
Private Units. Simultaneously with the Closing, Chardan (and/or its designee(s)) shall be entitled to receive from the Company an aggregate of 50,000 private placement units (or up to 57,500 private placement units if the overallotment option is exercised in full, the “Private Units”) in a private placement (the “Private Placement”). The Private Units shall be identical to the Units sold in the Offering except as described in the Prospectus. 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 Units.
Private Units. On the Closing Date and the Option Closing Date, as applicable, the Sponsor and Representative shall have purchased the Private Units as provided for in the Subscription Agreements and the purchase price for such securities shall be deposited into the Trust Account.
Private Units. On the Closing Date, the Insiders and the Representative shall have purchased the Private Units and the purchase price for such Private Units shall be deposited into the Trust Account.
Private Units. The Private Units, the shares of Common Stock and Warrants included within the Private Units and the shares of Common Stock underlying such Warrants, have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Subscription Agreements and the Warrant 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 Private Units, the shares of Common Stock or Warrants included within the Private Units and the shares of Common Stock underlying such Warrants 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 Private Units, the shares of Common Stock or Warrants included within the Private Units and the shares of Common Stock underlying such Warrants has been duly and validly taken. The Private 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.
