Representative Shares Sample Clauses
The 'Representative Shares' clause defines the allocation and rights of shares held by a representative on behalf of a group of stakeholders, such as shareholders or investors. Typically, this clause outlines how the representative is authorized to vote, make decisions, or act in the interests of the group, and may specify the proportion of shares they control or the process for appointing the representative. Its core function is to streamline decision-making and ensure that the collective interests of a group are effectively managed and represented in corporate actions or meetings.
Representative Shares. Upon the Closing of the Offering, the Company shall issue to the Underwriters 150,000 Class A Ordinary Shares (the “Representative Shares”), and if the Underwriters exercise the Over-allotment Option, the Company shall issue to the Underwriters up to an additional 22,500 Representative Shares, as partial consideration for the Underwriters’ services hereunder. The Underwriters will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, until the later of (a) 180 days after the completion of the initial Business Combination or (b) 180 days (pursuant to FINRA Rule 5110(e)(1)) following the commencement of the sale of the Firm Units other than, in each case, to: (i) the Underwriters or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer, partner, registered person or affiliate of the Underwriters or selected dealer. On and after the 181st day following the later of (a) the completion of the initial business combination or (b) the commencement of the sale of the Firm Units, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The certificates (or book entry reports) for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The Underwriters agree, and will cause any transferee of the Representative Shares to agree, (a) that they will not transfer, assign or sell any such shares without the Company’s written consent until the completion of Company’s initial Business Combination, (b) to waive its redemption rights with respect to such shares in connection with the completion of Company’s initial Business Combination or a shareholder vote to approve an amendment to the provisions of the Company’s Charter Document (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within eighteen (18) months from the Closing (or up to twenty-four (24) months if the period of time to consummate a Business Combination is extended, as described in more detail in the Registration Statement,...
Representative Shares. The Company agrees to issue to the Representative (and/or its designees) 175,000 Ordinary Shares, or up to 201,250 Ordinary Shares if the Underwriters’ Over-Allotment Option is exercised in full, equal to there and one-half (3.5%) of the gross proceeds from the Offering and the exercise of the Over-Allotment Option, if any, at a price of $10.00 per Ordinary Share (collectively the “Representative Shares”). Delivery of the Representative Shares shall be made on the Closing Date and the Option Closing Date, as applicable. The Company shall deliver to the Representative (and/or its designees) in the form of book-entry the Representative Shares in the name or names and in such authorized denominations as the Representative may request. The Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative Shares, or subject such Representative Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person until one hundred eighty (180) days immediately following the commencement of sales in the Offering pursuant to FINRA Rule 5110(e)(1), except that (x) the Representative Shares may be transferred, in whole or in part, to any member participating in the Offering and its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to the lock-up restriction for the remainder of the one hundred eighty (180) days, (y) the Representative Shares may be transferred back to the issuer in a transaction exempt from registration with the Commission, or other exceptions as provided under FINRA Rule 5110(e)(2). In addition, the Representative has agreed, and will cause any transferee of the Representative Shares to agree, (A) to vote the Representative Shares in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s post-offering Charter Documents (as defined below) that would stop the Company’s Public Shareholders from converting or selling their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete a Business Combination within the prescribed period provided in the Charter Documents, unless the Company provides Public Shareholders with the opportunity to convert their public shares into the right to receive cash ...
Representative Shares. The Representative Shares have been duly authorized, duly and 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 Representative Shares 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 Representative Shares has been duly and validly taken. The Representative Shares 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.
Representative Shares. The Representative Shares have been duly authorized and reserved for issuance and when issued in accordance with this 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 Representative Shares 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 and issuance of the Representative Shares has been duly and validly taken. The form of certificates for the Representative Shares conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Representative Shares conform in all material respects to the description thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be.
Representative Shares. Upon the closing of the Offering, the Company shall issue to the Representative 50,000 shares of Common Stock (the “Representative Shares”). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 7,500 Representative Shares. The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within nine (9) months from the closing of the Offering (or up to 18 months from the closing of the Offering at the election of the Company pursuant to three three-month extensions subject to satisfaction of certain conditions, including the deposit of up to $500,000 or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) for each three-month extension as described in the Registration Statement). The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”)) following the Effective Date to anyone other than (i) the Representative or an underwriter or 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. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.
Representative Shares. Upon the closing of the Offering, the Company shall issue to the Representative 50,000 shares of registered Ordinary Shares. Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 7,500 shares of registered Ordinary Shares. Upon the closing of an initial business combination, the Company shall issue to the Representative 25,000 Ordinary Shares (or up to 28,750 Ordinary Shares if the over-allotment option is exercised in full) (such Ordinary Shares, collectively, the “Representative Shares”). The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within eighteen (18) months from the closing of the Offering (or up to 24 months if we extend such period as described in the Registration Statement). The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”)) following the Effective Date to anyone other than (i) the Representative or an underwriter or 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. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.
Representative Shares. The Company hereby agrees to issue to the Representative (and/or its designees) on or prior to the Closing Date 100,000 (or 115,000 if the Over-Allotment Option is exercised) shares of Common Stock (the “Representative Shares”) pursuant to a Representative Share Purchase Letter Agreement (the “Representative Share Agreement”) for nominal consideration.
Representative Shares. The Company issued to designees of the Representative an aggregate of 57,500 shares of Common Stock (the “Representative Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. The Representative Shares are described in the Registration Statement. The registered holders of the Representative Shares will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of the Representative Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement except as permitted by FINRA Rule 5110(g)(2). Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative Shares contain legends to reflect the above FINRA and contractual transfer restrictions.
Representative Shares. The issued and outstanding Representative Shares are duly authorized, validly issued, fully paid and non-assessable.
Representative Shares. Upon the Closing of the Offering, the Company shall issue to the Representative 37,500 Ordinary Shares (the “Representative Shares”) (or 43,125 Ordinary Shares if the Over-Allotment Option is exercised in full). The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months from the Closing of the Offering. The Representative Shares are deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days beginning on the date of commencement of sales of the Offering pursuant to FINRA Rule 5110(e)(1), during which time the Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, except to anyone other than (i) the Representative or an underwriter or 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.