Common use of Purchase Agreements Clause in Contracts

Purchase Agreements. On the date of this Agreement, the Company and the Sponsor have executed and delivered to the Underwriters a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Sponsor as described in Section 1.4.2 and as provided for in such Sponsor Purchase Agreement. The Company and each Underwriter have executed and delivered a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Underwriter Purchase Agreements” and together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Underwriters will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Underwriters as described in Section 1.4.2 and as provided for in such Underwriter Purchase Agreements. Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Underwriters have waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement Units, and (ii) certain of the proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Purchase Agreements.

Appears in 2 contracts

Samples: Underwriting Agreement (Israel Acquisitions Corp), Underwriting Agreement (Israel Acquisitions Corp)

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Purchase Agreements. On the date of this Agreement, the Company and the The Sponsor have has executed and delivered to the Underwriters a Private Placement Units Unit Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing DateDate and Option Closing Date (if any), consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Sponsor as described in Section 1.4.2 and as provided for in such Sponsor Purchase AgreementUnits. The Company and each Underwriter the Representative have executed and delivered a Private Placement Units Unit Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Underwriter Representative Purchase Agreements” Agreement”) pursuant to which the Representative will, among other things, on the Closing Date and Option Closing Date (if any), consummate the purchase of and deliver the purchase price for the Placement Units. The Company and CCM have executed and delivered a Unit Purchase Agreement, form of which is annexed as an exhibit to the Registration Statement (the “CCM Purchase Agreement”, together with the Sponsor Purchase Agreement and Representative Purchase Agreement, the “Purchase Agreements”), pursuant to which the Underwriters CCM will, among other things, on the Closing DateDate and Option Closing date (if any), consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Underwriters as described in Section 1.4.2 and as provided for in such Underwriter Purchase AgreementsUnits. Pursuant to the Purchase Agreements, (i) each of the Sponsor Sponsor, the Representative and the Underwriters CCM have waived any and all rights and claims they it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement Units, Units and (ii) certain of the proceeds from the sale of the Private Placement Units to the Sponsor and certain of the proceeds from the sale of the Option Private Placement Units, if any, CCM will be deposited by the Company on or prior to the Effective Date in the Trust Account Account, or in an escrow account held by Ledgewood, PC (“Ledgewood”), in accordance with the terms of the Trust Sponsor Purchase Agreement on the Closing Date and Option Closing Date (if any) as provided for in the CCM Purchase AgreementsAgreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Phoenix Biotech Acquisition Corp.), Underwriting Agreement (Phoenix Biotech Acquisition Corp.)

Purchase Agreements. On the date of this Agreement, the The Company and the Sponsor Sponsors have executed and delivered to the Underwriters a Private Placement Units Warrant Purchase Agreement, the form of which is annexed filed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor Sponsors will, among other things, on the Closing Date and on the Option Closing Date, if any, consummate the purchase of of, and deliver the purchase price for for, the Private Placement Units Warrants to be sold to the Sponsor Sponsors as described in Section 1.4.2 and as provided for in such Sponsor Purchase Agreement. The Company and each Underwriter the Representative have executed and delivered a Private Placement Units Warrant Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Underwriter Representative Purchase AgreementsAgreementand and, together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Underwriters Representative will, among other things, on the Closing Date and on the Option Closing Date, if any, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold Warrants allocated to the Underwriters Representative as described in Section 1.4.2 1.4.2. and as provided for in such Underwriter Representative Purchase AgreementsAgreement. Pursuant to the Purchase Agreements, (i) each of the Sponsor Sponsors and the Underwriters Representative have waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement UnitsWarrants, and (ii) certain of the proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, Warrants will be deposited by the Company on or prior to the Effective Date in the Trust Account Account, in accordance with the terms of the Trust Agreement Agreement, on the Closing Date and the Option Closing Date (if any) ), as provided for in the respective Purchase AgreementsAgreement.

Appears in 2 contracts

Samples: Underwriting Agreement (GP-Act III Acquisition Corp.), Underwriting Agreement (GP-Act III Acquisition Corp.)

Purchase Agreements. On the date of this Agreement, the The Company and the Sponsor have executed and delivered to the Underwriters a Private Placement Units Warrant Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units Warrants to be sold to the Sponsor as described in Section 1.4.2 and as provided for in such Sponsor Purchase Agreement. The Company and each Underwriter the Underwriters have executed and delivered a Private Placement Units Warrant Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Underwriter Underwriters Purchase Agreements” and Agreement”, together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Underwriters will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold Warrants allocated to the Underwriters as described in Section 1.4.2 1.4.2. and as provided for in such Underwriter Underwriters Purchase AgreementsAgreement. Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Underwriters have has waived any and all rights and claims they it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement UnitsWarrants, and (ii) certain of the proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Purchase Agreements.Administrative Services. The Company and the Sponsor have entered into an agreement (“Services Agreement”) substantially in the form annexed as an exhibit to the Registration Statement pursuant to which the Sponsor will make available to the Company general and administrative services including office space, utilities and secretarial support for the Company’s use for $10,000 per month payable until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Trust Account, on the terms and subject to the conditions set forth in the Services Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Insight Acquisition Corp. /DE)

Purchase Agreements. On the date of this Agreement, the Company and the Sponsor have executed and delivered to the Underwriters a Private Placement Units Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units Warrants to be sold to the Sponsor as described in Section 1.4.2 and as provided for in such Sponsor Purchase Agreement. The Company and each Underwriter BTIG have executed and delivered a Private Placement Units Warrant Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Underwriter BTIG Purchase Agreements” and Agreement”, together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Underwriters BTIG will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units Warrants allocated to be sold to the Underwriters as BTIG described in Section 1.4.2 and as provided for in such Underwriter BTIG Purchase AgreementsAgreement. Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Underwriters have BTIG has waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement UnitsWarrants, and (ii) certain $8,000,000 of the proceeds from the sale of the Private Placement Units Warrants and certain all of the proceeds from the sale of the Option Private Placement UnitsWarrants, if any, will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Purchase Agreements.

Appears in 1 contract

Samples: Underwriting Agreement (Onyx Acquisition Co. I)

Purchase Agreements. On the date of this Agreement, the Company and the Sponsor have executed and delivered to the Underwriters a Private Placement Units Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date and the Option Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units Warrants to be sold to purchased by the Sponsor as described in Section 1.4.2 and as provided for in such Sponsor Purchase Agreement. The On the date of this Agreement, the Company and each Underwriter the Underwriters have executed and delivered a Private Placement Units Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Underwriter Underwriters Purchase AgreementsAgreement,and and, together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Underwriters will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units Warrants to be sold to purchased by the Underwriters as described in Section 1.4.2 and as provided for in such Underwriter Underwriters Purchase AgreementsAgreement. Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Underwriters have waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement UnitsWarrants, and (ii) certain amounts of the proceeds from the sale of the Private Placement Units Warrants and certain all of the proceeds from the sale of the Option Private Placement UnitsWarrants, if any, will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Purchase Agreements.

Appears in 1 contract

Samples: Underwriting Agreement (Banyan Acquisition Corp)

Purchase Agreements. On the date of this Agreement, the The Company and the Sponsor have executed and delivered to the Underwriters a Private Placement Units Warrant Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units Warrants to be sold to the Sponsor as described in Section 1.4.2 and as provided for in such Sponsor Purchase Agreement. The Company and each Underwriter the Underwriters have executed and delivered a Private Placement Units Warrant Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Underwriter Underwriters Purchase Agreements” and Agreement”, together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Underwriters will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold Warrants allocated to the Underwriters as described in Section 1.4.2 1.4.2. and as provided for in such Underwriter Underwriters Purchase AgreementsAgreement. Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Underwriters have has waived any and all rights and claims they it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement UnitsWarrants, and (ii) certain of the proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Purchase Agreements. Administrative Services. The Company and the Sponsor have entered into an agreement (“Services Agreement”) substantially in the form annexed as an exhibit to the Registration Statement pursuant to which the Sponsor will make available to the Company general and administrative services including office space, utilities and secretarial support for the Company’s use for $10,000 per month payable until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Trust Account, on the terms and subject to the conditions set forth in the Services Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Insight Acquisition Corp. /DE)

Purchase Agreements. On the date of this Agreement, the Company and the Sponsor have executed and delivered to the Underwriters a Private Placement Units Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units Warrants to be sold to the Sponsor as described in Section 1.4.2 and as provided for in such Sponsor Purchase Agreement. The Company and each Underwriter BTIG have executed and delivered a Private Placement Units Warrant Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Underwriter BTIG Purchase Agreements” and Agreement”, together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Underwriters BTIG will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units Warrants allocated to be sold to the Underwriters as BTIG described in Section 1.4.2 and as provided for in such Underwriter BTIG Purchase AgreementsAgreement. Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Underwriters have BTIG has waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement UnitsWarrants, and (ii) certain all of the proceeds from the sale of the Private Placement Units Warrants and certain all of the proceeds from the sale of the Option Private Placement UnitsWarrants, if any, will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Purchase Agreements.

Appears in 1 contract

Samples: Underwriting Agreement (Consilium Acquisition Corp I, Ltd.)

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Purchase Agreements. On the date of this Agreement, the Company and the Sponsor have executed and delivered to the Underwriters a Private Placement Units Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date and the Option Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units Warrants to be sold to purchased by the Sponsor as described in Section 1.4.2 and as provided for in such Sponsor Purchase Agreement. The On the date of this Agreement, the Company and each Underwriter the Underwriters have executed and delivered a Private Placement Units Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Underwriter Underwriters Purchase AgreementsAgreement,and and, together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Underwriters will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units Warrants to be sold to purchased by the Underwriters as described in Section 1.4.2 and as provided for in such Underwriter Underwriters Purchase AgreementsAgreement. Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Underwriters have waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement UnitsWarrants, and (ii) certain $8,000,000 of the proceeds from the sale of the Private Placement Units Warrants and certain all of the proceeds from the sale of the Option Private Placement UnitsWarrants, if any, will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Purchase Agreements.

Appears in 1 contract

Samples: Underwriting Agreement (Banyan Acquisition Corp)

Purchase Agreements. On the date of this Agreement, the Company and the The Sponsor have has executed and delivered to the Underwriters a Private Placement Units Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date and on the Option Closing Date, if any, consummate the purchase of and deliver the purchase price for the Private Placement Units Warrants to be sold to the Sponsor as described in Section 1.4.2 and as provided for in such Sponsor Purchase Agreement1.4.2. The Company and each Underwriter Underwriters have executed and delivered a Private Placement Units Warrants Purchase AgreementAgreements, the form of which is annexed as an exhibit to the Registration Statement (the “Underwriter Underwriters Purchase Agreements” and and, together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Underwriters will, among other things, on the Closing Date and on the Option Closing Date, if any, consummate the purchase of and deliver the purchase price for the Private Placement Units Warrants to be sold to the Underwriters as described in Section 1.4.2 and as provided for in such Underwriter the Underwriters Purchase Agreements. Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Underwriters have each waived any and all rights and claims they each may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement UnitsWarrants, and (ii) certain of the proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and the Option Closing Date (if any) as provided for in the Purchase Agreements.

Appears in 1 contract

Samples: Underwriting Agreement (Cartesian Growth Corp II)

Purchase Agreements. On the date of this Agreementhereof, the Company and the Sponsor have has executed and delivered to the Underwriters a Private Placement Units Purchase Warrants Subscription Agreement, the form of which is annexed filed as an exhibit to the Registration Statement (the “Sponsor Warrant Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Sponsor as described in Section 1.4.2 and Warrants as provided for in such Sponsor Warrant Purchase Agreement. The Company Pursuant to the Sponsor Warrant Purchase Agreement, (i) the Sponsor has waived any and each Underwriter all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Warrants, and (ii) the proceeds from the sale of the Placement Warrants will be deposited by the Sponsor in the Trust Account in accordance with the terms of the Trust Agreement one Business Day prior to the Effective Date as provided for in the Sponsor Warrant Purchase Agreement. On the date hereof, the Representative has executed and delivered a Private Placement Units Purchase Warrants Subscription Agreement, the form of which is annexed as filed an exhibit to the Registration Statement (the “Underwriter Purchase Agreements” and together with the Sponsor Xxxxxxxxxxx Warrant Purchase Agreement, the “Purchase Agreements”), pursuant to which the Underwriters Representative will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Representative Placement Units to be sold to the Underwriters as described in Section 1.4.2 and Warrants as provided for in such Underwriter Xxxxxxxxxxx Warrant Purchase AgreementsAgreement. Pursuant to the Xxxxxxxxxxx Warrant Purchase AgreementsAgreement, (i) each of the Sponsor and the Underwriters have Representative has waived any and all rights and claims they it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Representative Placement UnitsWarrants, and (ii) certain of the proceeds from the sale of the Private Representative Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, Warrants will be deposited by the Company Representative in the Trust Account in accordance with the terms of the Trust Agreement on one Business Day prior to the Closing Effective Date and Option Closing Date (if any) as provided for in the Xxxxxxxxxxx Warrant Purchase Agreements.Agreement

Appears in 1 contract

Samples: Iron Spark I Inc.

Purchase Agreements. On the date of this Agreement, the Company and the Sponsor have executed and delivered to the Underwriters a Private Placement Units Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units Warrants to be sold to the Sponsor as described in Section 1.4.2 and as provided for in such Sponsor Purchase Agreement. The Company and each Underwriter have executed and delivered a Private Placement Units Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Underwriter Purchase Agreements” and together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Underwriters will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units Warrants to be sold to the Underwriters as described in Section 1.4.2 and as provided for in such Underwriter Purchase Agreements. Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Underwriters have waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement UnitsWarrants, and (ii) certain of the proceeds from the sale of the Private Placement Units Warrants and certain of the proceeds from the sale of the Option Private Placement UnitsWarrants, if any, will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Purchase Agreements.

Appears in 1 contract

Samples: Underwriting Agreement (SHUAA Partners Acquisition Corp I)

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