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.
Appears in 3 contracts
Sources: Underwriting Agreement (Breeze Acquisition Corp. II), Underwriting Agreement (Breeze Acquisition Corp. II), Underwriting Agreement (Breeze Acquisition Corp. II)
Representative’s Shares. As additional consideration, the Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date 350,000 300,000 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, other than to the extent of their Business Combination Marketing Fees upon the consummation of the Business Combination.
Appears in 2 contracts
Sources: Underwriting Agreement (Breeze Acquisition Corp. II), Underwriting Agreement (Breeze Acquisition Corp. II)