Terms of the Units. 8.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to transfer restrictions described in the Insider Letter, and (ii) the Units and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available.
Terms of the Units. The Units shall be substantially identical to the units offered in the IPO as set forth in an underwriting agreement to be entered into by and between the Company and EarlyBirdCapital, Inc., except as provided for herein, and principally, (i) the Units will be subject to the transfer restrictions described herein, (ii) the Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or the resale of the Units is registered under the Securities Act, and (iii) the Warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial Purchaser or its permitted transferees as set forth in the Warrant Agreement. The Purchaser is also agreeing to certain obligations with respect to the Units as set forth in that certain insider letter to be entered into in connection with the IPO.
Terms of the Units. The Units shall be substantially identical to the units included in the units offered in the IPO, except the Units: (i) will be subject to the transfer restrictions described in the Letter Agreement among the Company, its officers and directors, GEH Capital Inc. and ROIC Acquisition Holdings LP, (ii) are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or the resale of the Units is registered under the Securities Act, (iii) the warrants comprising the Units will be non-redeemable so long as they are held by Bxxxxxx or any of his permitted transferees and (iv) the warrants comprising the Units are exercisable for cash or on a “cashless” basis if held by Bxxxxxx or any of his permitted transferees.
Terms of the Units. The Units shall be substantially identical to the Units offered in the IPO as set forth in the Underwriting Agreement filed with the Registration Statement, except (i) the Units (and their constituent securities) cannot be transferred (except to certain permitted transferees) until the completion of the Company’s initial business combination, (ii) the Units (and their constituent securities) will be entitled to registration rights as set forth in the Registration Rights Agreement and (iii) the Warrants included in the Units, so long as they are held by Purchaser or its permitted transferees, (x) will not be redeemable by the Company and (y) may be exercised by the holders on a cashless basis. If the Warrants included in the Units are held by holders other than Purchaser or any of its permitted transferees, such Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. The Purchaser acknowledges and agrees that it will execute agreements in form and substance typical for transactions of this nature necessary to effectuate the agreements and obligations set forth in this Agreement prior to the consummation of the IPO as are reasonably acceptable to Purchaser, including but not limited to (i) the Insider Letter and (ii) the Registration Rights Agreement.
Terms of the Units. 5. Each Unit is comprised of one Common Share and one Warrant. The Common Shares and the Warrants comprising the Units will separate immediately upon the closing of the Offering.
Terms of the Units. The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts are subject to the transfer restrictions described in Section 7 hereof, and (ii) the Units and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement or an exemption from registration is available, and the restrictions described above in clause (i) has expired.
Terms of the Units. The Units shall be substantially identical to the units included in the units offered in the IPO, except the Units: (i) will be subject to the transfer restrictions described in the Letter Agreement among the Company, its officers and directors, and ROIC Acquisition Holdings LP, (ii) are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or the resale of the Units is registered under the Securities Act, (iii) will be non-redeemable so long as they are held by Xxxxxxx or any of his permitted transferees and (iv) are exercisable for cash or on a “cashless” basis if held by Xxxxxxx or any of his permitted transferees.
Terms of the Units. The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and their component parts will be subject to transfer restrictions, except in limited circumstances, until 30 days following the consummation of the Business Combination, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and will be exercisable on a “cashless” basis if held by any Subscriber or its permitted transferees and will expire on the fifth anniversary following consummation of the Business Combination and (iii) the Units and their component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after they are registered or an exemption from registration is available, and the restrictions described above in clause (i) has expired. Additionally, each Subscriber acknowledges and agrees that the Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(g) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(g)(2). Additionally, the Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180 day period) following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of any Subscriber and any such participating underwriter or selected dealer. Additionally, the Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO.
Terms of the Units a. The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available.
Terms of the Units. Each "Unit" shall consist of one share of Common Stock, and a Warrant to purchase one share of Common Stock at an exercise price equal to $0.25. The purchase price ("Unit Price") for each Unit purchased in the Offering shall equal $0.25. The terms of the Warrants, including the terms on which the Warrants may be exercised for Common Stock, are set forth in the form of the Warrant attached hereto as EXHIBIT B.
