Common use of Representative Shares Clause in Contracts

Representative Shares. Upon the closing of the Offering, the Company shall issue to the Representative 60,000 shares of registered Common Stock (the “Representative Shares”). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 9,000 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 15 months or up to 21 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. Upon the closing of the Offering, the Company shall issue to the Representative 60,000 50,000 shares of registered Common Stock (the “Representative Shares”). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 9,000 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 15 months or up to 21 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 we extend such period 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 60,000 250,000 shares of registered Common Stock (the “Representative Shares”). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 9,000 37,500 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) 12 months from the closing of the Offering (or 15 months or up to 21 18 months if we extend such period the Company elects two separate three-month extensions 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 60,000 50,000 shares of registered Common Stock (the “Representative Shares”). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 9,000 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) 9 months from the closing of the Offering (or 15 months or up to 21 18 months from the closing of this offering at the election of the Company pursuant to nine one month extensions subject to satisfaction of certain conditions, including the deposit of up to $300,000 or $345,000 if we extend such period the underwriters’ over-allotment option is exercised in full ($0.03 per unit in either case) for each one 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 60,000 120,000 shares of registered Common Stock (the “Representative Shares”). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 9,000 18,000 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 twelve (912) months from the closing of the Offering (or 15 months or up to 21 eighteen (18) months from the closing of the Offering at the election of the Company pursuant to six one-month extensions subject to satisfaction of certain conditions, including the deposit into the Trust Account for each one-month extension of $266,400, or $306,360 if we extend such period the Over-allotment Option is exercised in full, ($0.0333 per share in either case) on or prior to the date of the applicable deadline, up to an aggregate of $1,598,400, or $1,838,160 if the underwriters’ over-allotment option is exercised in full, or approximately $0.20 per share, as described in the Registration Statement). The Representative will shall 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, put or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 one hundred eighty (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 one hundred eighty first (181st) day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representative Shares, the Public Securities, the Placement Units and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Representative Shares. Upon the closing of the Offering, the Company shall issue to the Representative 60,000 250,000 shares of registered Common Stock (the “Representative Shares”). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 9,000 37,500 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) 15 months from the closing of the Offering (or 15 months or up to 21 months if we extend such period the Company elects two separate three-month extensions 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 60,000 shares of registered Common Stock 90,000 Ordinary Shares (the “Representative Shares”). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 9,000 13,500 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) 12 months from the closing of the Offering (or 15 months or up to 21 18 months from the closing of this offering at the election of the Company pursuant to six one month extensions subject to satisfaction of certain conditions, including the deposit of up to $330,000 or $379,500 if we extend such period the underwriters’ over-allotment option is exercised in full ($0.033 per unit in either case) for each one 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 60,000 90,000 shares of registered Common Stock (the “Representative Shares”). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 9,000 13,500 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 twelve (912) months from the closing of the Offering (or 15 months or up to 21 eighteen (18) months from the closing of the Offering at the election of the Company pursuant to six one-month extensions subject to satisfaction of certain conditions, including the deposit into the Trust Account for each one-month extension of $199,800, or $229,770 if we extend such period the Over-allotment Option is exercised in full, ($0.0333 per share in either case) on or prior to the date of the applicable deadline, up to an aggregate of $1,198,800, or $1,378,620 if the underwriters’ over-allotment option is exercised in full, or approximately $0.20 per share, as described in the Registration Statement). The Representative will shall 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, put or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 one hundred eighty (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 one hundred eighty first (181st) day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representative Shares, the Public Securities, the Placement Units and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Representative Shares. Upon the closing of the Offering, the Company shall issue to the Representative 60,000 shares of registered Common Stock (the “Representative Shares”). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 9,000 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) 12 months from the closing of the Offering (or 15 months or up to 21 18 months from the closing of the Offering at the election of the Company pursuant to two three-month extensions subject to satisfaction of certain conditions, including the deposit of up to $600,000 or $690,000 if we extend such period 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 60,000 shares of registered Common Stock 90,000 Ordinary Shares (the “Representative Shares”). Simultaneously with the Option Closing Date (if any), the Company shall issue to the Representative up to an additional 9,000 13,500 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) 12 months from the closing of the Offering (or 15 months or up to 21 18 months from the closing of this offering at the election of the Company pursuant to nine one month extensions subject to satisfaction of certain conditions, including the deposit of up to $330,000 or $379,500 if we extend such period the underwriters’ over-allotment option is exercised in full ($0.033 per unit in either case) for each one 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.