Representative’s Ordinary Shares. The Company hereby agrees to issue to the Representative 75,000 Ordinary Shares (or 86,250 Ordinary Shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Overallotment Option) (the “Issuance Shares”) upon the consummation of this Offering. The Representative hereby agrees not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, the Representative hereby agrees (i) to waive its redemption rights 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 (or up to 18 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time). The Representative will not sell, transfer, assign, pledge or hypothecate the Issuance Shares, or cause the Issuance 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 Issuance Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) following the Effective Date to anyone other than (i) an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner, associated person or affiliate 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’s Ordinary Shares. On or prior to the Closing Date, the Company shall issue to the Representative (or its designees) 50,000 Ordinary Shares, or up to 57,500 Ordinary Shares upon full exercise of the Over-allotment Option (the “Representative Shares”). The holders of the Representative Shares shall agree 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 (or up to 18 months, if applicable) from the Closing of the Offering. 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 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’s Ordinary Shares. Upon the Closing of the Offering, the Company shall issue to the Representative 75,000 Ordinary Shares, or up to 86,250 shares upon full exercise of the Over-allotment Option (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 12 months (or up to 21 months, if applicable) from the Closing of the Offering. 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 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. The certificates for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.21.4).
Representative’s Ordinary Shares. On or prior to the Closing Date, the Company shall issue to the Representative (or its designees) an aggregate of 100,000 shares of the Company’s Class A ordinary shares (the “Representative Shares”), together with an additional of up to 15,000 shares of the Company’s Class A ordinary shares that the Company has agreed to issue to the Representative upon exercise of the Over-allotment Option (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 12 months (or 15 months if the Company has filed a proxy statement, registration statement or similar filing for an initial business combination within 12 months from the consummation of this offering but have not completed the initial business combination within such 12-month period, or up to 21 months if the Company extends the period of time to consummate a business combination, as described in more detail in the Statutory Prospectus (as defined below), or as extended by the Company’s shareholders in accordance with its amended and restated memorandum and articles of association) from the closing of the Offering. 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 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. Delivery and payment for the Representat...
Representative’s Ordinary Shares. The Company hereby agrees to issue to Maxim Partners LLC 50,000 Ordinary Shares (or 57,500 shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) upon the consummation of this Offering. The Representative has agreed not to transfer, assign or sell any such shares until the completion of our initial business combination. In addition, the Representative has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of our 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 this offering (or up to 21 months from the closing of this Offering).
Representative’s Ordinary Shares. 1.5.1. The Company hereby agrees to issue to Maxim Partners LLC 25,000 Class A Ordinary Shares (or 28,750 Class A Ordinary Shares if the Over-allotment Option is exercised in full, with proportional increase to the number of shares for partial exercise of the Over-allotment Option) (the “Issuance Shares”) upon the consummation of this Offering. Maxim Partners LLC hereby agrees not to transfer, assign or sell any such Issuance Shares until the completion of the initial Business Combination. In addition, Maxim Partners LLC hereby agrees (i) to waive its redemption rights 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 (or up to 21 months from the closing of this Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time).
