Representative’s Shares Clause Samples

Representative’s Shares. The Representative’s Shares have been duly authorized and validly issued and are 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’s 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’s Shares has been duly and validly taken. The Representative’s 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’s Shares. The Company hereby agrees to issue to the Representative (and/or its designees), for no additional consideration, 200,000 Ordinary Shares (the “Representative’s Shares”). The Representative’s Shares shall be issued on the Closing Date. On such date, the Company shall deliver to the Representative (and/or its designees) certificates for the Representative’s Shares (or evidence of such shares being issued in book-entry form) in the name or names and in such denominations as the Representative may request. The Representative hereby agrees not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial Business Combination. The Representative’s Shares will be identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The registered holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement 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. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s 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’s 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 define...

Representative’s Shares. The Company hereby agrees to issue to Ladenburg 75,000 shares of Common Stock (the “Representative’s Shares”) upon the consummation of this Offering. Ladenburg hereby agrees not to transfer, assign or sell any such Representative’s Shares until the completion of the initial Business Combination. In addition, Ladenburg 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 9 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). Ladenburg will not sell, transfer, assign, pledge or hypothecate the Representative’s Shares, or cause the Representative’s 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’s Shares by any person, for a period of 180 days (pursuant to FINRA Rule 5110(e)(1)) following the commencement of sales of this Offering to anyone other than any underwriter and selected dealer participating in the Offering and their bona fide officers or partners, associated persons or affiliates. On and after the 181st day following the commencement of sales of this Offering, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.

Representative’s Shares. The Company hereby agrees to issue to the Representative (or its designees) 50,000 shares of Class A Common Stock (the “Representative Shares”) on the Closing Date (or up to 57,500 Representative Shares if the Over-allotment Option is exercised in full). The Representative has agreed not to transfer, assign or sell any such Representative Shares until the completion of the 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 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 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 FINRA Rule 5110(e)(1)) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) any officers, partners, registered persons or affiliates of 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 Shares. As additional consideration, the Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date 75,000 Ordinary Shares (the “Representative’s Shares”). The Representative agrees (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination, (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative’s Shares if the Company fails to complete its initial Business Combination and (iii) to vote in favor of the initial Business Combination with respect to such shares if the Company submits the initial Business Combination to the public shareholders for a vote. The Representative agrees by its acceptance of the Representative’s Shares, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative’s Shares for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a Selected Dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or Selected Dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Representative’s Shares, except as provided for in FINRA Rule 5110(e)(2). The Underwriters are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, other than to the extent of their Business Combination Marketing Fees upon the consummation of the Business Combination.

Representative’s Shares. On the Closing Date or the Option Closing Date, as applicable, the Company will issue that number of ordinary shares representing 0.75% of the number of Units sold in the Offering (i.e. 45,000 ordinary shares, up to 51,750 ordinary shares to the extent the Representative fully exercise the Over-allotment Option). The ordinary shares to be received by the Representative have been 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 such shares may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities, except as permitted under FINRA Rule 5110(e)(2).

Representative’s Shares. The Representative’s Share have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued, fully paid and non-assessable; the Representative’s 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 actions required to be taken for the authorization, issuance and sale of the Representative’s Shares has been duly and validly taken.

Representative’s Shares. As additional consideration, the Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date 350,000 Ordinary Shares (the “Representative’s Shares”). The Representative agrees (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination, (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative’s Shares if the Company fails to complete its initial Business Combination and (iii) to vote in favor of the initial Business Combination with respect to such shares if the Company submits the initial Business Combination to the public shareholders for a vote. The Representative agrees by its acceptance of the Representative’s Shares, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative’s Shares for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Rule 5110(e)(1), and (b) cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of the Representative’s Shares, except as provided for in FINRA Rule 5110(e)(2). The Underwriters are not entitled to, and have no right, interest or claim to any monies held in the Trust Account.

Representative’s Shares. The Representative’s Shares have been duly authorized and reserved for issuance and, when issued in accordance with the Company’s Charter and paid for and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable; the Representative’s 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 actions required to be taken for the authorization, issuance and sale of the Representative’s Shares have been duly and validly taken. The Class A Ordinary Shares to be issued upon conversion of the Representative’s Shares have been reserved for issuance, and upon such conversion 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.